My Little Pony Friendship VS Loneliness
by bluesharky
Summary: Join Twilight and her friends on a quest to retrieve a dark crystal from a dimension-jumping, shape-shifting chameleon. But why has this creature stolen it and what are his goals? Find out how when Friendship faces its natural opposite loneliness. Expect creatures from Mario, Megaman, and more.
1. Prologue

_Why hello. Today you will hear about a story. A story that happened not too long ago, before the time when there was a bad seed bully, before Discord was reformed, and before Twilight became a princess. This is the tale of when friendship fought loneliness._

_But before we can start, you must know of a tale that happened a much longer time ago..._

_Long, long ago within the dimension of the Avatar, a great evil had taken over. It had gained its strength by feeding of the doubt of other. It then grew even stronger by allying with an evil girl. This girl had so much monstrous hatred and paranoia that the darkness could not resets the power. With the thirst for revenge on all who she hates (which was everyone) chaos and destruction reigned all through out all the world and soon the evil creatures would attack all the other dimensions._

_Then suddenly, as if out of nowhere, 7 heroes appeared, ready to battle the evil. _

_One was a little accident prone, but could hack into machines with ease. _

_One of them a brilliant therapist, but had an insane side for TNT._

_One was a team of 4 reptile ninjas with the power of true teamwork._

_One a blue and metallic with the ability to copy the powers of his enemies._

_One with a deep love for nature and powers over all plants._

_One of them was calm and had the power to control the cosmos. _

_Their leader a powerful being with the power of shape-shifting and the skills from traveling acrose many other dimensions._

_Each of them fought against the evil she devil and the darkness, eventual saving all dimensions and banishing the evil far away._

_But then the day came when the evil returned. The 7 heroes thought they could stop them again but, they were all captured except for their Leader. _

_The Leader did not want to see his friends hurt so he gave himself up and let the demons kill him._

_But the 6 remaining heroes didn't let their leader's sacrifices go in vain, they broke out of there prisons and fought once again. In the end they were able to once again seal the evil away. But at a cost, they were all sent to random worlds, not knowing where to find each other. The location of all the heroes are all unknown. But they could be in yours. _

"Wow, what a amazing story," said Twilight Sparkle. She was reading a ancient legend in one of her many books within her library. Twilight was a lavender unicorn, She had a dark purple main with a magenta stripe in it, her cutie mark was a magenta north star with sparkles around it.

"Hey what are you reading Twilight ?" said her young dragon assistant.

"O hey Spike," she replied.

Spike was a baby dragon, he was purple with some light purple scales, had a spear-like tail, he had green eyes, and was a very helpful dragon.

"It's this ancient legend about 7 heroes that once saved all dimensions," replied Twilight.

"Cool," the small dragon replied.

"I know, and whats even cooler is it says that 6 of the 7 heroes were sent into different dimensions, maybe even this one!".

"You don't really believe that Twi?" asked Spike.

"No its just a story Spike,".

"Uh yeah I knew that," Spike said nervously.

But far from Ponyville, deep within a dark cave, there was a wall that had 7 markings of strange creatures on it. A scaly hand reached out of the dark and softly stroked across the markings. "Soon," a voice from the dark said, revealing two big yellow beady eyes. "Soon,".


	2. Chapter 1 A regular day in Ponyville

Twilight and Spike were on there way to Sweet Apple Acres.

"I wonder what Applejack is up to?" said Twilight.

"Probably bucking apples", said Spike. Spike was right. Applejack was busy bucking apples.

"Good morning, Applejack", said Twilight.

Applejack was an orange pony with freckles, a blond mane, her cutie mark was three apples, and she always had her cowboy hat on. She is a honest pony that you can always count on.

"Howdy Twilight, Spike," Applejack said. "Whats happening?" she asked in a friendly tone.

"Nothing much", said Spike.

"I wish I could say the same here", replied Applejack

"What do you mean?", asked Twilight with a concerned voice

"Strange things have been happening here.", Applejack said while looking at her orchard, "Some of my apples have been disappearing!"

"How's that been happening?", asked Twilight.

"Maybe there's a monster swiping the apples?" suggested Spike.

"Now Spike do you really think theirs a monster swipen my apples?", Applejack asked sarcastically.

Then there was a noise that sounded like a stomach growling.

"Well I didn't know y'all were hungry", said Applejack.

"It wasn't me," said Twilight. The ponies looked at Spike.

"Don't look at me I just had breakfast", said Spike.

*Growl* the sound said again.

"Its coming from over there," said Twilight.

The sound appeared to be moving away.

"Don't let it get away!", Said Applejack.

The ponies and dragon began to chase after the sound.

While they where running they passed Fluttershy.

Fluttershy was a bright yellow pony, she had a long pink main and tail, and three pink butterflies for a cutie mark. Fluttershy is a Pegasus so she has wings though she doesn't like to fly all that high. She is a kind pony and spends most of her time taking care of animals, she can understand them pretty well.

"Oh dear is something wrong?" asked Fluttershy as she caught up to the others.

"No time to explain," said Applejack. Fluttershy began to follow.

The ponies and baby dragon followed the sound, until they got to the entrance of the Everfree Forest.

"Hey where'd the grumbling go?" asked Spike

"Whatever it was it's gone now" said Applejack

"Well I think we should get something to eat before our tummies start grumbling", Said Fluttershy.

"Y'all go a head I still got some work to do," said Applejack

The other smiled and left for Sugercube Corner.

But somewhere in the forest...

Two eyes opened. "Man that was close" said a unknown voice. It's stomach growled. "oh I get something soon!"

The eyes then noticed a timber wolf sniffing near them.

"Get out of here!", the stranger kicked the timber wolf away.

_Meanwhile, back at Sugercube Corner..._

The ponies where about there when suddenly.

"Hiya!", said Pinkie Pie as she popped out of nowhere.

"AAAHHHH!", a surprised Twilight said as she fell over.

"Oops sorry Twilight," Pinkie Pie said.

"Its okay I'm used to it", Twilight said as she was getting up.

"Hey where'd Fluttershy go?", Asked Spike.

They all looked and saw she was in a tree.

"Oh no did I scare you too Fluttershy?" said a worried Pinkie Pie.

"Oh no not at all," answered Fluttershy. "I just saw this birds nest and I wanted to make sure they were okay, that's all",

"Oh that's a relief", said Pinkie Pie.

Pinkie Pie was a pink (duh) earth pony, she had a pink mane and tail that was fluffing and bouncy, her cutie mark was yellow and blue balloons, Pinkie Pie had a very unique personality, she loved to plan parties, she loved being silly and making ponies happy.

"And she has a bit of cosmic awareness," she said looking at the screen.

"Um Pinkie Pie what are you looking at?" asked Twilight.

"Oh never mind", Pinkie pie said teasingly. "So what brings you to Sugarcube Corner?"

"We were just coming for some lunch," said Twilight.

"Okay, then come on in", Pinkie Pie said.

Pinkie Pie, Twilight, and Spike were sitting at a table by the window eating some cake, which was their desert after eating.

"So what have you been up to Pinkie?" asked Twilight.

"Oh just helping the cakes, planning parties, feeling like something entered our dimension, y'know the usual", Pinkie Pie replied. "So how are things going with Applejack?" she asked.

"There's been a monster stealing the apples", said Spike with a mouth full of cake.

"Oh no what if it comes here, I need to barricade the bon-bons!" said Pinkie Pie frantically.

"Pinkie don't be silly", said Twilight. "Even if there was a monster why would it want to steal bon-bons?"

"Why wouldn't it!" Pinkie Pie answered.

Then there was a small thud.

"Huh what was that?!" said Twilight as she looked at a window. "Probably nothing," she then noticed her cake was gone. "Hey wheres my cake?" Twilight asked.

"I don't know, it just disappeared", replied Pinkie Pie.

"Really it just disappeared ?" Twilight said with sarcasm.

"Aw huh", Pinkie Pie said while nodding. "Hey look a butterfly", She then trotted away singing "la la la la" in her joyful way. Twilight then looked at Spike with a grumpy face.

"It wasn't me honest !" Said Spike.

But not too far away the cake appeared to be eaten by the air. "Um nom nom *smak* *smak* so good", a voice said.

_Back in Ponyville_

Spike and Twilight where now walking through the street.

"Are you sure there's not a monster?" asked Spike.

"Of course there's not a monster, its simply illogical", Twilight replied

Then Rainbow Dash flew in.

"Hey what's up?" asked Rainbow Dash.

Rainbow Dash is a Pegasus .She loves to fly high and fast. She is light blue, has a rainbow mane and tail (hence the name), and has a rainbow thunderbolt cutie mark. She is a little cocky at times, but is a pony who would never leave her friends hanging .

"Oh nothing much", said Twilight "just some pony stole my cake!"

"I told you it wasn't me!" said Spike.

"Sure spike", said Rainbow Dash. "Hey is whatcha got there?"

"Oh you mean this?" Twilight said as she used her magic to pull out the book from her bag. "It's this really cool legend about seven heroes that save a world in another dimension, I think you might like it"

"It's no Darring-do, but I'll give it a try," she said as she took the book.

"Sorry I can't talk more, I've got some cloud busting to do", she said as she flew off.

"Okay see ya later," said Twilight.

"Ha monster, how silly," Rainbow Dash snicked.

While Rainbow Dash was flying she thought she saw a shadow move through the trees quickly.

"Huh?" she stopped for a moment. Then started flying after the shadow.

"Hey get back here!" she said as she perused the shadow. She followed it it till she lost it near the Everfree Forest.

"Aah dang it!" she said with frustration. "I wonder what that was?" she asked. "Oh well", she shrugged before she flew off.

But in the forest something was breathing with exhaustion. "*pant* pant* Di-di-ding-wall that was close", the Thing said.

Back in Ponyvile...

"Okay maybe its not a monster but an alien fro another world!" said Spike

"I think you need to lay of the comic books Spike", said Twilight.

Then Twilight and Spike bumped into Rarity, causing her to drop her bags.

"I do say watch where you're going !" said Rarity. "Oh Twilight, Spike I'm so sorry I didn't know it was you," she apologized.

"That's okay Rarity", said Twilight.

"Yeah I'm always happy to bump into you," said Spike.

Rarity is a white unicorn with a purple mane. She has three blue gems for her cutie mark. She is an elegant, fancy pony who loves fashion and gets very upset around filth, but is an ace dress maker and a very generous unicorn.

"What's all this stuff for?" asked Twilight.

"I have a lot of dresses to make so I thought I'd stock up on materials," replied Rarity as she used her magic to pick up the bags.

"Do ya need any help with that?" asked Spike.

"No thanks, but that's very generous of you Spike", said Rarity. "Well I bets be off ta ta," she said as she walked away.

But as she was walking she thought she heard something from a nearby tree.

"So so beautiful", the tree quietly said.

"Oh why thank you," she said gracefully then realized that trees don't talk. "Huh is someone in there?" She got no replies. "I must have been in the sun too long, I better hurry and get home", she then continued to walk home.

"That was close," said the thing in the tree. "I wasn't even referring to her!"

Back at golden oaks library...

"Twilight, are you sure there's no monster causing all the stuff today?" said Spike as he was putting some books up.

"Of course Spike", Twilight replied. "There's probably just some fruit bats or some other pest snatching the apples",

"If you say so", said Spike.

But not to far away form the two friends, a sneaky creature was plotting .

"I'm running out of time to initiate my plan," said a voice too quiet to be heard by pony or dragon. "But maybe, I do want to do that thing one more time", he then looked at Twilight's house and gave a smile before he disappeared.


	3. Chapter 2 The Dream and The Gem

_Later that night_

Twilight was having a dream.

"Where am I?" asked Twilight. "Whoa!"

It appeared to be a forest, only everything looked like it was made of bright blue neon light, the sky was lovely dark blue willed with stars, cyan light particles floated all around, and the air was cool and comforting.

Twilight began to look around and move forward.

"It's so pretty," said Twilight, astounded by the forest's beauty.

But then she felt there was someone or something breathing behind her.

But when she looked there was nothing but floating particles.

"Huh I could have sworn there was somepony there," she continued. But as she walked away the particles formed something rather scaly. It breathed slowly.

Twilight had come to a rope bridge over a canyon.

"I don't know why, but I feel like I've had this dream before," she said as she walked across. "Maybe Princess Luna is here, maybe she can tell me what's going on,".

But on the other side of the bridge something was watching her. "So amazing," it said softly.

"Hello, is that you Luna?" Twilight asked.

The creature nervously backed away.

"Wait, is there something wrong?" she said as she walked closer

Suddenly the bridge broke.

"AAHHHH!" Twilight screamed.

But suddenly a long tongue grabbed her leg and pulled her up and put her on the other side.

"Wow thanks... I," but there was nopony there. "I wonder who saved me?" she pondered before she walked away, not noticing the glowing reptile face watching her. It sighed sadly.

Twilight continued through the neon woods. Until she came to the center. It was much darker then the rest of the forest, the air was a more menacing cold, the place in way kinda felt lonely.

"Why did I end up here?" she asked. "I don't remember this in any of the other dreams,"

"So innocent," said a voice.

"What?" Twilight wondered.

"So nice," Twilight herd the voice mumble again .

"Who said that ?!" Twilight alertly asked.

"Sooo caring," the voice said again.

"I'm warning you !" said Twilight as she prepared her magic.

"But are you trustworthy ?" said the voice.

"Trustworthy?" asked Twilight, feeling a little confused.

"Wait, this was a bad idea," Said the voice starting sounding less deep and mysterious.

"What do you mean ?" asked Twilight.

"O ding-wall what was I thinking!" the voice scolded "I-I'm so sorry,".

"Sorry for what ?" asked Twilight.

"You may leave now," said the voice.

The forest became a dark lifeless blue.

"Huh?" replied Twilight. Then her vision became blurry. "Wait who are!" Twilight said as she noticed a lizard shape. Twilight gasped and woke up. She looked around and saw she

"Well that was weird." Twilight said. "*yawn* I'd better get back to sleep,".

But on the wall was two big yellow eyes. They blinked a bit then disappeared and then the sound of something crawling away was made. This slightly woke Spike.

"Huh ?!" he said as he looked around before going back to sleep.

_The next day._

"Good morning Spike," Twilight said to her dragon assistant.

"Good morning Twilight," replied Spike. "did you sleep well?"

"I guess so, I had a pretty weird dream last." she replied

"What was it about ?" the Dragon asked.

But before she could answer, Spike belched up a letter.

"A letter from the princess ?" Twilight said as she opened it and read through it.

"What's it say?" asked Spike.

"It says me and my friends are needed in Canterlot," she said.

_Later that day Twilight,Spike and there friends had arrived i__n Ca__nt__erlot,_

"I wonder why Princess Celestia called us here?" Applejack said as they all got of the train.

"Maybe for party !" Pinkie Pie said with confetti.

"I don't know if that's it," said Fluttershy.

"But I already packed the cupcake". She replied.

"Well whatever it is I'm sure we can handle it" said Rainbow Dash.

"I sure hope so," said Twilight, she was thinking about the dream she had.

"Is everything alright darling?" Rarity asked.

"You kinda looked like you've seen a reptile from another world", pointed out Pinkie Pie

"Oh its uh nothing, lets get going," said Twilight

But as they left, something jumped of the train and breathed slowly

_The ponies and dragon were now in the throne room._

Everyone bowed at Celestia.

"Twilight tell me, have heard the legend of the seven heroes," asked Celestia.

"Yes, I was just reading it the other day," Twilight started.

"Wait I thought that was just a story?" said Spike.

"Spike!" Twilight grumbled.

"No Spike," Celestia replied. "It is very real,".

"Would somepony mind filling us in?" said Rainbow Dash.

"Long ago in the dimension of the" Twilight started.

["one tell of a legend later," a french voice said.]

_Twilight finished the legend._

"Wow that sounds amazing!" said Pinkie Pie.

"It truly is," said Applejack.

"But dose that mean the d-d-darkness is real?" Fluttershy said nervously.

"But according to the legend it should be sealed a way,right?" said Rarity.

"Yes, but something has come up that troubles me," said Celestia

The princess then made a darkened blue crystal appear.

"This crystal was recently found in a ancient cave, it is prophesied to play a key roll in the fate of all worlds," said Celestia. "However, It is currently engulfed in great darkness,".

"Great darkness like the one from the legend of the 7 heroes"? asked Twilight.

"it is very similar but it is different, but it could lead to the darkness being set free", said Celestia.

"But what dose this have to do with us?" asked Twilight.

"If this crystal can be purified it should be able to help protect all dimension's from the Darkness," Celestia said as she turned to the ponies. "I can't think of anypony better then you and your for cleansing it of the evil that has in-golfed it".

This made the ponies feel pretty special.

"Now Twilight can I trust you and your friends to purify this gem, and keep it from falling into the wrong hooves".

"We won't let you down Princess!" said Twilight.

"Oki doki loki," said Pinkie Pie.

"Of course," said Fluttershy.

"You bet !" said Rainbow Dash.

"Certainty," said Rarity.

"Sure thing," said Applejack.

"Very well I here by bestow this crystal to all of you," Celestia said.

She then used her magic to send the crystal to Twilight.

But just before Twilight could receive the darkened gem, a long dark blue tongue shot out and grabbed the gem.


	4. Chapter 3 Strike of the Chameleon

"Huh !?" everypony gasped.

The tongue retracted to the ceiling.

"Yes it's mine at last!" shouted a voice of the one who could not be seen. The invisible creature started crawling away.

"Somepony stop him!" Rarity said dramatically.

The guards then fired their magic where the gem was, trying to stop the thief. but the strange foe was moving too swiftly to hit.

"Hey give that back!" Twilight said as she charged her magic and blasted the invisible foe.

"Yeeyoow !" the creature cried in pain.

The blast caused him to fall to the floor. Then the invisibility disappeared reveling a slightly dazed chameleon. He was a tall creature, he was around the size of Spike when he had that growth spurt (the first form) but wasn't quiet that big, his eyes were yellow with black pupils that were shaped like diamonds, he had a small yellow horn, his skin was green with some with other colors mixed in, his chest and belly were yellow, and there was a small curl in his tail.

He sprang up on to his hind legs and scanned around nervously.

"No you shall not have me!" the chameleon cried.

He then made several small dark blue spheres of energy appear and launched them at the guards, disabling them.

"Return the crystal !" Princess Celestea said.

She then blasted a giant magic beam at him. The creature retaliated by blasting a huge dark blue beam back at her's. The beams collided with great force, but the dark beam was too much for the princess and it easily blasted her back.

"NNAAAHHH!" she cried in pain as she was forced to the wall.

"Princess Celestea !" the main 6 and Spike cried as they rushed to her side.

"Don't worry about me, I'll be fine," she assured.

But as they comforted the princess, the lizard made his escape.

"Hey what about the thief ?!" Pinkie Pie pointed out.

By the time they realized that the chameleon still had the crystal, he had jumped out the window into the garden.

As the crook was falling he suddenly transformed into what appeared to be a motorcycle with one wheel and two eyes on its side. It then began to drive away.

The Ponies leaned out the window.

"What in Equestria?" said Rarity

"We have to stop him!" Fluttershy said.

"On it!" said Rainbow Dash as she darted toward the wheeled creature.

"Spike, look after the princess," said Twilight.

"Okay," he replied.

_Meanwhile in the garden._

"You ain't getting away that easy," Rainbow Dash said before she slammed the creature.

The creature then spun out and transformed back to the chameleon.

"YEAOuch!" the Thief said.

The others had caught up.

"Wow A giant Gecko!" said Pinkie Pie.

"Gecko!?" the Thief shouted in annoyance.

"Actually, I think he's a chameleon," said Fluttershy.

"Thank you!" said the Chameleon.

"I don't suppose you want to give that crystal back?" asked Twilight.

"Oh look at the time, bye!" he said before he darted away.

"You ain't going no where!" Applejack then tossed her lasso and grabbed the thief.

"What oi, let me go!" the thief shouted.

The thief struggled to escape from the blond pony's grasp. He transformed into a sea serpent, a bird shaped jet, and a giant dinosaur. Then the thief turned into a light bulb then into a pile of cube shaped TNT!

"ssstttttiiiiiisss, Boom!"

"What the hay?!" Applejack said before she was blown away by the explosion. Then as the TNT was flying one of the blocks transformed into a big blue long armed mole which then tunneled into the ground.

"We can't let him get away!" said Twilight.

"Right!" replied everypony.

They then followed the trail of the tunneling creature.

Suddenly Rarity stopped and her horn was glowing.

"Hold on darlings," she said.

"What are you doing, he's getting away!" said Rainbow Dash.

"I can sense some gems here," Rarity replied.

"So ?" asked Applejack

"Sooo, if that chameleon is so obsessed with the crystal, he's likely to be interested in these gems," she said as she used her magic to pull out the gems.

The thief felt the gems and made underground U-turn to the gems.

the mole spun out of the ground towards the gems.

But before he could swipe them, Rarity and Twilight blasted him.

"WHOOAAAA!" he said as he was sent backwards.

"I can't believe it worked!" said Rainbow Dash.

"That's what you think!" the thief said before he transformed into a invisible robot.

"Stay back!" he said before he started blasting at the ponies.

"How do we stop him now?" said Fluttershy.

"Like this!" Pinkie Pie said as threw a pie at the lights of the cloaked drone. The Pie splattered all over the robot.

"Gaaahhhh, custard!" He shouted

Twilight blasted him and sent him flying.

"ERROR!" he said as he flew through the air.

The ponies ran to the impact site.

The thief had transformed back into the chameleon.

"Got you now!" said Rainbow Dash.

"Stop interfering!" the Thief then slammed the ground and made a transparent dark blue wall surround him, blocking off the ponies.

The thief then slashed his arms against the air and opened a portal. "He he he, the fate of all dimensions is about to change," the lizard snickered before he jumped though. The wall disappeared and the portal closed.

"NO, he's gone !" shouted Twilight.

_The ponies had returned to the throne room._

"I'm sorry your highness, the thief got away," said Twilight .

"What was that thing anyway?" asked Rainbow Dash.

"I don't know," said Celestia. "Though it appears to not be from this world".

"Not from this world?" Said Twilight.

"As the legend says, there are many other worlds beyond Equestria," said the Princess as she used her magic to create a hologram showing many spheres with worlds in them. "This creature seems to have not just the power to shape shift, but the ability to travel from world to world," she said as the a hologram of the thief appeared.

"Whoa," said Fluttershy.

"Unbelievable," said Rarity.

"Makes sense to me," said Pinkie Pie

"That's nice and all but," started Applejack.

"How are we going to catch him?!" finished Rainbow Dash .

"The same way he escaped," said Celestia.

"Huh?" said everypony.

Celestia then used her magic and created a portal like the one the thief had made.

"You must catch the creature and not allow him to use the crystals power for evil",

"We won't let you down," said Twilight. "Spike can you stay here encase the Thief returns?"

"Of cores, just please com back safe," said Spike.

"Don't worry, we'll be fine," reassured Twilight.

"Besides we've fought much worse things before, we can handle a silly chameleon," said Rainbow Dash.

"Aw huh," said Applejack.

"Oki doki," said Pinkie Pie.

"Of course darling," said Rarity.

"mm hm," said Fluttershy.

"Alright then," said Twilight as she turend to the portal. " lets go girls!"

"Good luck my little ponies," said Celestia.

The ponies then jumped into the portal. They went through a colorful vortex, then everything went dark.


	5. Chapter 4 Level 1-1

Twilight slowly opened her eyes "Where are we?" Twilight groaned. The others opened their eyes to see grass and blue sky with clouds.

"Did it work ?" asked Fluttershy.

"Aaww man, it didn't work," Rainbow Dash complained. "We're still in Equestria!".

"How are we going to catch the thief now?" said Rarity.

"Um girls, I don't think we're in Equestria anymore," said Applejack.

Applejack was right, The clouds had smiles, there were brown mushrooms with teeth and feet walking around, turtles that stood on two legs, and blocks with ?-marks everywhere.

"What is this place?" asked Fluttershy.

"We're in the mushroom kingdom!" said Pinkie Pie.

"How'd you know that ?" asked Applejack.

"Oh you know," Pinkie Pie replied with a giggle, which raised some strange and confused looks.

In the distance Twilight could see a small fortress.

"Wait," she said as she squinted.

She could see a what looked like a chameleon tail going in.

"There he is!" pointed Twilight.

"Then let's get him!" Rainbow Dash said before hitting a laiktu cloud.

"Hey watch where you're going!" the creature on the cloud said before floating away.

"Oh um, sorry?" Rainbow Dash said while rubbing her head.

"We need to be careful, we don't know what creatures could be in this world", Twilight said.

"I agree, we don't want to anger the locals," said Rarity

"We better getting going, we don't want that lizard causing anymore trouble," said Applejack.

"Well then let's a go!" Pinkie Pie said in an Italian accent and was wearing a mustache.

She then jumped ahead, with the others quickly following.

_The ponies then continued through the strange land until they came to a huge walls made of blocks_

"Oh my, how are why going to get over that?" asked Rarity.

On the other side of the walls some brown mushrooms with fangs were talking.

"These walls will keep those mustachioed freaks out" said the first one.

"Yeah, maybe Lord Bowser will give us a promotion," replied the other mushroom.

_Back on the ponies side._

The ponies were still pondering how to get through the wall.

"Hey maybe I can jump it" said Pinkie Pie.

"Pinkie wait!" shouted Rainbow Dash.

As Pinkie Pie jumped forward she bonked her head on a invisible ?-block which made a big yellow mushroom pop up.

"Ow!" she said rubbing her head.

"Pinkie you need to be more careful," said Twilight.

"You could have gotten yourself hurt," added Applejack.

Then the mushroom fell on Applejack and made her grow giant.

"Hey whats going on!?" she said as she grew to a giant size. "WHOAAA!" she yelled.

"This is terrible!" said Twilight.

"Yeah I wanted to grow gigantic!" said Pinkie Pie.

"I don't think I like this, Whoa!" Applejack said as she toppled onto the walls.

"I thought those walls were unbreakable" said the Goomba, "Lets scram!"

The Goombas tried to run but the walls slammed them all the way to a kingdom inhabited by beans.

Thankfully Applejack had returned to normal size.

"Applejack!" they all said as the rushed to her side.

"Don't worry I'm fine," Applejack reassured, "Being giant is lot better then being tiny, I can tell y'all that,".

"How could a simple mushroom cause you to grow to such a gigantic proportion?" asked Twilight.

"I don't know, its crazier than a jackrabbit named Ricky," replied Applejack.

"At least you broke down the walls," said Rainbow Dash.

"Well I think I've had just about enough of this world," replied Rarity.

"Oh, I don't know if its that bad," said Fluttershy not noticing the boo making funny faces behind her, who disappeared when she looked.

"The sooner we get the thief the sooner we can leave," said Twilight.

"Well let's get going then!" said Rainbow Dash. This time she waited for the laktui to float by.

"Thank you miss," he waved as floated by.

Suddenly a hammer hit Rainbow Dash in the face.

"Ow what the, who threw that!" she shouted.

It was another turtle. But it had on a helmet and was throwing hammers.

"Just WHAT do you think your doing!" shouted Fluttershy.

"What?" said the Hammer Bro.

"Somepony could get hurt by one of those hammers!" Fluttershy was right by the hammer bro and ready to stare.

"I have half a mind to go tell your mother what you've been up to!" she scolded.

"Well um I...," he said.

"Now you apologize and stop causing so much trouble, AM I CLEAR!?" she was now using the stare.

" I'm sorry, I'm sorry!" the hammer bro wailed. "I'm getting out of here, these ponies are worse then those two plumbers!" he said as he darted off.

There was a minute of silence.

"Well then, lets keep moving," said Twilight.

"Hey where's Pinkie Pie ?" asked Fluttershy.

Pinkie was on a stair shaped pile of blocks bouncing a koopa shell and pulling off the infinite life trick.

"Pinkie come on!" said Rainbow Dash.

"Awww!" Pinkie Pie jumped off the shell and over to them.

The koopa had just stopped spinning.

"I knew I should have worked for the Count," said the koopa.

_The ponies had finally reached the gates of the fortress. _

"We've made it," said Twilight.

"Boy that's one big fort," said Applejack.

"Um are you sure he's in there?" asked Fluttershy.

"Maybe he used a magic flute to skip ahead," said Pinkie Pie.

"Okay someones making too many references!" shouted the chameleon from inside. "I'm suppose to be doing that!"

"Yeah I think he's in there", said Rainbow Dash.

"All right let's be ready for anything girls!" said Twilight.

"Right!" the others agreed.

The big blue metal doors slowly opened. The ponies went in.

_After much exploring The m__ain 6 h__ad finally found the thief within the fortress-like__ castle. _

"Come on, come on, work, Work!" the Chameleon said while banging the darkened gem on the floor.

He then noticed the 6 ponies were behind him.

"Yipe!" he screamed has he turned around. "Persistent bunch aren't you,".

"Give us back that crystal !" Twilight demanded.

"Sorry, but I think need it's powers a bit more than you do," the Thief replied.

"But why do you need it?" asked Fluttershy.

"None of your business!" the thief shouted.

"Then we'll just have to take it" said Rainbow Dash.

"Just go ahead and try!" he then snapped his fingers.

?

mysterious shape-shifting reptile

Then 6 green mushrooms landed on the main 6.

"AAHHH!" they screamed.

"Huh, nothing happened ?" asked Pinkie Pie.

"Why did you ?" but before Twilight could finish.

The lizard jumped on to the walls, then to the ceiling, and out of sight. Then three dark blue tongues came down and started attacking them.

They all screamed and scattered.

"Wait try grabbing one of the tongues", Twilight said.

"Okie doki", Pinkie said as she grabbed one of the tongues and pulled it. Unfortunately it revealed a blue bomb that had a white engraving that appeared to be the Chameleon giving a thumbs up while winking. Which then exploded and sent Pinkie Pie flying.

"Wheee !" she screamed as she flew by the others.

"Pinkie!" Twilight shouted.

"Don't worry she'll be fine". reassured Applejack.

"It is Pinkie Pie after all", said Rainbow Dash. After the girls failed many times at finding the chameleon, Rainbow grabbed the right tongue and pulled down the thief.

"Giiyah"! the creature said while being pulled down, then slammed down by the Pegasus.

Applejack then kicked the lizard many times.

"Ow, umf, gyow, woo!" he said after getting kicked into the wall repetitively.

After taking many blows, the thief jumped back onto the walls and out of sight and sent down the tongues again. The ponies tried to pull down the thief, but had failed.

The thief then jumped down , curled into a ball with his spike showing, then did a spin dash.

"Oh horse feathers," said Applejack. The thief then charged. He swerved around the room a few times but had failed to hit anypony. He then uncurled a as dizzy. Pinkie Pie then pulled out her party cannon.

"Surprise!" she then blast cake batter on the chameleon. It splattered on is face. He the licked it off. "Mmmm cookie cream," he said with a smile.

"Oops I mixed up the confetti and cake batter again", said Pinkie Pie.

"Hm, Oh well," the Thief said.

Rarity tried to blast the beast but he was too fast and dodged them all.

"Nice try pretty!" He taunted.

He then tried to jump to the wall but accidentally hit Fluttershy.

"Yyyaahhhhh!" they said has they went down.

"Umf pardon me," he said before he jumped off Fluttershy.

Rainbow Dash then charged him and sent him into a wall, which he got his head stuck in.

"Erf erf hope this doesn't come of again oomff!" he said well trying to unstuck himself.

Applejack then grabbed his tail, pulled him out, and swung him like a lasso. "Whoa whoa whoa!" he shouted as he spun.

Applejack then threw him at the wall.

"OOWW!" He grumbled after he hit then slid down.

"Nice one AJ!" said Rainbow Dash. Applejack smiled back.

The thief tried to get up and fire a a dark blue charge beam. but before he could Twilight shot one more magic blast.

"YAAAARRRHHH!" the thief screamed as he fell off screen, dropping there crystal where he once was.

"Yes we got him!" cheered Rainbow Dash.

"Yeehaa!" said Applejack.

"Now lets get the crystal and go home," said Pinkie Pie.

Then suddenly a blue tongue shot out from below and grabbed the crystal.

"Oh no!" said Twilight.

The thief reappeared and climbed up the wall to a higher floor.

"He's getting away!" shouted Rainbow Dash.

"But how are going to stop him!?" asked Rarity.

Thankfully a dour opened to revile stares

"That's how," said Twilight.

The ponies quickly ran up the stairs.

_Meanwhile near the top of the fort._

The thief quickly climbed up the wall.

"I'll be save in the next chapter, uh I mean top of the fort!" the Thief said as he climbed up the wall. "You didn't hear that first part,".


	6. Chapter 5 MLP vs RPG

The thief ran up the wall as fast as his two legs and arms could go.

"H-h-ow could they beat me!?" he panted. He kept running til he got to the top of the fortress.

"Hurry he's at the top!" said Rainbow Dash as they were getting closer to the thief.

The thief looked frantically for way to escape.

"Come on come on!" he said.

The ponies then made it to the top the fortress.

"We got you now," said Rainbow Dash as she pointed her hoof at the chameleon.

"AAAAAHHHH!" he screeched as he jumped to face them.

"S-st-stay back!" the panicking lizard said.

"Hand over the crystal," demanded Applejack.

"Never !" said the lizard. "It's the only thing powerful enough that I can use to achieve my goal".

"We're not going to let you use it to unleash the great evil !" said Twilight.

"Whah, who said anything about me freeing that-" the thief started.

Suddenly the castle shook, it was being bombarded by cannon balls.

"Whaaahhh!" everypony and the thief said.

"Stop this immediately," shouted Rarity.

"This isn't my doing!" said the Thief.

The cannon balls where coming from a flying battle ship that had giant propellers..

"Oh ding-wall, not these guys !" said the Thief.

"Ding-wall?" Twilight said, feeling a little confused.

Suddenly the ship slammed into the castle.

"Whoa!" said thief and the ponies as they lost balance and fell into the ship and everything went black.

The Ponies had regained consciousness.

They all groaned as they got up.

"What happened?" said Fluttershy.

"We seem to be on a airship," answered Twilight.

"Hey where'd the thief go!?" said Rainbow Dash.

"I believe he fell on to this vessel with us," said Rarity.

Suddenly some strange monsters appeared on deck.

"Hey who's the girlies on Lord Bowser's ship," said a sliver Armored Koopa with a spike on its helmet .

"They shouldn't be there," said a goomba that wore a green cap with a spike on it.

"Were sorry, we didn't mean to intrude," said Twilight.

"Sorry ain't good enough tuts!" said the Armored Koopa.

"Who ya calling tuts!" retorted Applejack.

"It don't matter," replied the rude Armored Koopa.

"All that matters is that we give you the boot off out here!" said the Spiked goomba.

"Well then, must you be so rude!" said Rarity.

"We're not going anywhere!" said Rainbow Dash.

"Oh so yous are going to be uncooperative eh?" said the Armored Koopa.

"Captain, there be stowaways on board!" he shouted.

Then the captain of the ship came on deck. He looked like an Armored Koopa but his armor was dark blue , he had a hook hand, a claw on the other, a spiky red shell, red eyes, a pirate hat on, and spoke like a cliche pirate .

"I be the captain of this vessel and I won't have any girly pony stowaways." said the Captain.

_Elsewhere. _

The Thief had landed below deck.

"Ey-yei-yei those girls pack a punch," said the lizard as he rubbed his head.

"Well then, I better get..., hey where'd my RPG orb go?!" He said while checking the pockets he didn't have.

_Back on deck._

Things were really heating up between the main 6 and the crew,

"Time to show you rainbow colored freaks who's boss!" said the Spiked Goomba.

"What did you call us!?" shouted Applejack.

"You're so going down!" said Rainbow Dash.

"Bring it on flapjacks!" shouted the Armored Koopa.

"Just go ahead and, wait flapjacks really?" said a confident and confused Twilight.

"Sounds good to me," replied Pinkie Pie.

"Enough chit-chat, I'm gonna be key-hauling ye swabbies!" shouted the Captain.

Suddenly a colorful orb rolled onto the deck. Then everything spun in a circle and the ponies and and crew were in an RPG style battle.

The ponies began fighting back against the crew.

Applejack bucked Spiked Goomba, it did 18 damage.

Twilight fired magic spell at Armorrd Koopa, it did 40 damage.

Spiked Goomba jumped on Rarity, it did 23 damage.

Rainbow Dash charged at Captain, it did 25 damage.

Captain slashed with black cutlass at Rainbow Dash, it did 50 damage.

Pinkie Pie used cupcake on Rainbow Dash, it healed 33 HP.

Armored Koopa used shell spin on Twilight, it did 20 damage.

Fluttershy used cuteness on Captain, Captain is paralyzed.

Spiked Goomba jumped on Applejack, it did 15 damage.

Rarity used dress magic, it doubled teams defense.

Rainbow Dash used thunderbolt cloud on Captain, it did 40 damage.

Applejack used super kick on Spiked Goomba, it did 70 damage to Spiked Goomba.

Spiked Goomba defeated.

Armored Koopa used super shroom on Captain, it Healed 50 HP.

Captain is no longer paralyzed by cuteness.

Twilight used ice spell on Armored Koopa, it did 32 damage and froze Armored Koopa.

Fluttershy summoned Bear.

Bear used claw swipe on Armored Koopa, it did 40 damage.

Armored Koopa defeated.

Bear disappeared.

Captain used cannon fire, it did 90 damage to party.

"What party?" asked Pinkie Pie.

Pinkie Pie used cupcake rain, it healed 100 on party.

Captain got upset, Captain's attack increased.

Captain used cutlass on Fluttershy, it did 165 damage.

Fluttershy fainted.

"Fluttershy!" shouted everypony.

"Now you're going to get it!" said Rainbow Dash.

"You can say that again!" added Applejack.

Party's Attack increased tremendously.

Applejack used super buck, It did 78 damage.

Rarity used Healing magic on Fluttershy, Fluttershy recovers.

Twilight used Flare, it did 100 damage.

Rainbow Dash used sonic rainboom, it did 9,999,999!

Captain defeated.

Ponies win!

All the ponies the celebrated.

Your Friendship level went up by 80.

Your power level went up by 40.

Your coolness went up 20%.

Gained items, cupcake.

Then the RPG battle ended and things were normal again.

"What kind of ponies are they?!" said the Spiked Goomba who was stuck to a wall.

"My shell hurts," wined the Armored Koopa

"I ain't be beaten that...eas..al...y!" the Captain struggled to get up.

"We won!" cheered Applejack.

"Now to find that Chameleon!" said Rainbow Dash.

But bellow deck a green scaly hand pulled out the wiring for the big propellers.

"Whoa, AHHHH!" they all screamed.

"Oh no the experimental dimensional warp was on here," said the Armored Koopa.

"The what ?" said Twilight.

The ship rumpled and tilted side to side. All the koopas and goombas fell of the ship. The ship was then engulfed in a dimensional portal, taking the ponies and the thief with it.

The crew looked at the sky from the hill they landed on.

"How are we going to explain this to lord Bowser ?" said a Armored Koopa.

The Captain just face-planted.

_Back in dimensional rift._

The ship sailed uncontrollably through the rift.

"How do we stop this thing!" screamed Rarity.

"I don't know!" said Twilight in fear.

"We're coming to a clearing" said Rainbow Dash.

"Hang on girls!" shouted Twilight.

The lights of the portal flashed brightly.

Then the ship appeared in a world with a canyon.

But before anypony could do anything, The ship crashed into the canyon.


	7. Chapter 6 Canyon of Cameos

The main 6 climbed out of the wreckage.

"Is everypony OK?" groaned Twilight.

"A little dirty but otherwise wer'e fine," answered Fluttershy.

"OH how am I ever going to get this stuff out of my mane?!" whined Rarity.

"Aw pony up Rarity," said Applejack. "I'm sure you mane care products back home will fix it,"

"That was awesome! Can we do it again ?" said Pinkie Pie

"Wheres the thief !?" said Rainbow Dash as she flew out of the wreckage.

Then they noticed something in the sky. The thief had turned into a giant purple bird with many golden tale feathers, and a mask. It was flying away with the darkend crystal in its talons.

"Is that the thief?" asked Applejack.

"What a beautiful bird," said Fluttershy.

"My what marvelous colors," said Rarity as she and Fluttershy admired the masked avian.

"He's getting away!" said Twilight

"Not for long!" said Rainbow Dash as she threw a rock at the bird. The rock hit with tremendous force. The thief then let out a cry and crashed far away in a canyon.

"Nice shot Dashie," said Pinkie Pie.

"Its all in the hooves" bragged Rainbow Dash.

The ponies ran into the canyon after the thief.

The ponies had walked far through the canyon trying to find the thief. Applejack noticed that Twilight was falling behind.

"Who is he?" Twilight thought to herself. "Was he the one in my dreams or maybe?"

"Is everything okay Twilight"? She asked as she walked up to her.

"Oh, sorry, nothings wrong, it's just there's something familiar about that chameleon," said Twilight

"Familiar how?" asked Rarity as she and the others joined.

"I don't know it's like I've been around him before". Twilight replied. "Like in one of my dream or something,"

"Maybe all the dimensional traveling is just messing with your head," said Rainbow Dash.

"There were some pretty strange things happening yesterday," said Fluttershy.

"That's probably why you feel like you've been around him," said Applejack.

"Maybe," pondered Twilight. "I don't know, it just really feels like I've been around him more than that"

"Maybe when we catch him we can ask that gecko if he's met you before?" suggested Pinkie Pie.

"I'm not a gecko!" the thief shouted from far ahead.

"There he is, Let's get-em"! said Rainbow Dash.

"Right!" eveypony but Twilight said as they ran a head. Twilight nodded and said "Right!" As she ran ahead to catch up with they others .

"Don't worry sugar I'm sure you'll figure things out," reassured Applejack.

"Thank you Applejack," said Twilight with reassured smile.

_Meanwhile up ahead._

"Man those girls don't give up easy," said the chameleon as he ran. "Y'know they almost remind me of….. no best not to think about them yet," he shook his head at the thought. "Hey right here should be a good spot catch my breath". He said as he came to a rock. "I wonder why the gem's powers won't work?" he panted. "Well it's getting darker and more bluer within the crystal so that must mean it will work soon,".

"There he is!" said Rainbow Dash. This startled the chameleon.

"Uh oh time to split," He said before he bounded off.

The ponies had begone to up with the Thief.

"We've got you now!" shouted Applejack.

"That's what you think!" shouted the thief. He then pulled out a iPad-like device and started to type stuff in.

"What is he doing?" said Twilight.

Suddenly four legged jumping spider creatures appeared in-front of the ponies. The tektites lunged at the ponies.

"Aaahh!" they all screamed as they tried to dodge them. Thankfully they were able to evade.

"Nice try scaly," taunted Rainbow Dash.

"Blast!" the thief then typed some more stuff and green bird shaped missiles appeared. Witch charged at the girls. They tried to evade again. However one was about to hit Fluttershy.

"Help!" she cried

"Oh no you don't !" said Rainbow Dash as she kicked the missile into another.

"Thanks Rainbow,"

"No problem Fluttershy,"

The thief had got some ground ahead of them. He slid to a stop and then typed some more stuff on his iPad. He then ran away swiftly.

As the ponies caught up,blue robots with yellow hats, caterpillar tracks, and drill noses jumped out of the ground.

"Look out !" said Rainbow Dash. The robots charged ate them. However they were slow robots. Which didn't prove to be much of a challenge.

Applejack bucked one into another letting out a strong "Yeahaa!" afterwords.

Rainbow Dash charged into them and knocked them down like bowling pins.

"Strike!" shouted Pinkie Pie.

Twilight blasted them to bits with her magic.

"When did she learn a money making spell?" asked Pinkie Pie. Not that kinda bits. "oh,"

"Retreat!" said the remaining robots as they jumped into the ground and dug away.

"Phew glad that's over," said a relived Applejack.

"Come on he's getting away!" said Rainbow Dash before she flew after the thief.

Right before she caught up. What appeared to be a giant , gray, stone domino, with a angry face, big eye brows, round hands, short feet, and red eyes appeared in front of her and tried to slam its self on her.

"Whhaahh!" she screamed.

Applejack grabbed her by the tail and pulled her out of the way. Right before the Whomp slammed her.

"Thanks I owe you one" said Rainbow Dash

"Aww don't worry about it sugar"

"Hurry!" said Twilight as she ran ahead

"Right" they both said.

"Jinx!" shouted Rainbow Dash. Which got her an annoyed look from Applejack.

As the others ran ahead Fluttershy stopped for moment.

"Do you need help getting up?" she asked the Whomp.

"Nahh I'm good,"

"Oh ,okay, have a nice day, bye," she flew to the others

"Thanks, bye bye," it replied.

The ponies were gaining on the thief

"Come back!" shouted Twilight

"Oh my hooves are aching," whined Rarity

"Not the time to complain Rarity," said Applejack

"Sorry," apologized Rarity

_up ahead._

The thief was running out of tricks.

"Oh dear!" he said as looked back to see the ponies gaining on him. He quicly put away the ipad. "Oh come on come on where to go" he said while he looked around.

Then he saw a chrome tower with black eyes with red pupils.

"Yes nothing would ever go into the tower of devils". The chameleon snickered as he sprinted in.

"Wait come back!" said Twilight as she ran in after him. Everypony began to go in. Fluttershy however stopped and nervously said,"S-should we really be going into the big, creepy, and scary tower"? Rainbow Dash flew back and grabbed Fluttershy.

"Come on Fluttershy !" She said.

The doors then slammed shut.

_Inside the tower. _

The chameleon was leaning on a wall.

"F-f-finally lost them," he panted

"You so sure about that partner?" asked Applejack. The chameleon turned to see the ponies.

"Whaaaat!?" he gasped. "How could you have followed me into this tower!?" shouted the chameleon. "O dear maybe this was not the best plan," He mumbled.

"Why does that voice sound so familiar," Twilight thought to herself.

"Why it's just a tower," said Applejack.

"This is the tower of devils you fools!" the chameleon shouted like Skeleton. "Every devil robot is here!" "What in Celestia's name is a devil robot ?" asked Rarity.

"It's a ... o …oh no .. no no no no no!" the chameleon started freaking out.

"Uh whats wrong with him". Rainbow Dash asked.

"It's its here aaahhhh!" screamed the chameleon.

"W-w-what's here" ? asked Fluttershy also getting scared.

"Th-th-th-th …the Yellow Devil!" shouted the chameleon.

"The yellow what ?" asked Twilight.

"I'm getting out of here!" the chameleon said as he transformed it a green and orange metal armadillo like mole and jumped into the ceiling. Then suddenly yellow blobs started flying out of the left wall at the ponies

"Aaaahhhh!" they all screamed as they scattered. Thankfully the blobs missed them. "That was mighty close," said Applejack.

"I don't think its over," said a worried Pinkie Pie.

Suddenly the blobs formed into a round, yellow, one eyed, giant monster.

"Bumo bumo bumo!" the monster said.

Blobby reconstructing mas

Yellow Devil

"What is that thing!" screamed Rarity.

"Weren't you listening that's the Yellow devil!" said the thief from the hole. "By the way you might need these megabusters,". Then some round blasters fell near the ponies.

"What are these?" asked Fluttershy.

"And why did he say we needed them?" added Twilight.

"BUMOOOOOO0O0O!" The Yellow Devil shouted.

"Bumo bumo bumo bumo?" Pinkie Pie said. Unfortunately this somehow offended the yellow devil.

"Bumo bumo? Bumo?! BUMO BUMO BUMO! BUBUBUBUBUBUBUMOOOOOO!" it shouted and then tried to grab the ponies.

"What in Equstria did you say to him !?" shouted Rarity.

"Don't know," she replied with innocent joy.

"Run!" screamed Twilight.

The ponies scattered as the monster tried to smash them.

_On the next floor._

The thief jumped up from the hole the flour and transformed back into a chameleon.

"Glad I got away from that monster," he said. "I sure hope those ponies are okay". He grew a look of concern "Maybe I shouldn't have left them." He paused for a moment . "Oh I'm sure they can handle themselves" he said perking up. "They beat me after all," he grinned

"Wait whats that sound?" he alerted.

Suddenly yellow blobs shot at him. "Oh ding-wall not you again"!

They formed into a what looked like a different version of the yellow devil.

Major pain in the neck

Tonsils!

"Yeah I couldn't resist," the Thief chuckled. But the monster didn't like this and tried to stomp him. "Yipe!" he the jumped backwards. "Okay okay I'll play the real title!" he said "sheesh you think these things could take a joke," he said as he snapped his fingers.

Upgraded blobby mech

Yellow Devil mrk-2

The mrk-2 then started shooting shots from its eye. Which the thief dodged be jumping up.

"Alright lets Tussle!" he said after he landed and then took a battle stance. "Shame this part ends in a cliff hanger right?" he said as he looked at you and winked.


	8. Chapter 7 The battle of the Blobs

The girls were struggling to defeat the yellow devil.

The devil was shooting shots from its eye. Pinkie Pie rolled over to the mega busters and used one to fire at the devil. "BUMOOOO!" it said as it covered its I in pain. "Bumobumo!"

"Well you started it," said Pinkie Pie.

"Bumo!" the yellow devil then split into blobs and shot towards the ponies.

"Look out!" shouted Rainbow Dash.

The ponies dodged. But Pinkie Pie and Rarity was caught in some of the blobs and went flying with them.

"Whooaaa!" shouted Pinkie Pie.

"Heeellp!" screamed Rarity.

"Hang on!" shouted Rainbow Dash as she flew to them.

_Meanwhile on the second floor._

The chameleon was knocked to the wall by mrk-2.

"Ow!" he said. "Wheres an E-tank when you need it?" he said as he rubbed his head. Then a little red robot with a red head and black face walked up to the thief. His head opened up and a blue can with a black E fell near the thief.

"Oh um, thanks Eddie," he said as he put the E-Tank away. The robot the smiled and walked away.

"Can't get serves like that nowadays, Yipe!" he said right before dodging the mrk-2's arm.

"Hard Knuckle!" he then shot a blue fist at the mrk-2's eye. It impacted with great force. It cried in pain as it covered its bruised eye. It then began to split into blobs.

"Oh no you don't, Charge Kick!" he then slid under the blobs to safety. The blobs then regrouped. And looked back in frustration at the smug chameleon.

"Plug Ball!" he then shot some purple balls of electricity out of his hands at the mrk-2. The balls hit and made it shutter with pain. It then split into two walls of blobs on both sides of the room and tried to smash the chameleon.

"Ah ding-wall!" he then shot his tongue at the ceiling and evaded the attack. The mrk-2 reformed and looked up with its one eye.

"Remote Mine!" the Thief then threw a bomb that stuck to the mrk-2 then exploaded.

"BUUMMOOO!" it cried.

The thief then landed on the the ground and slid back. "I got more tricks up my nonexistent sleeves" he said with a smirk.

_Back on the first floor._

The ponies were still in a heated battle with the Yellow Devil.

Rainbow Dash swerved to avoid the blobs as they shot across the room.

"How much more can this thing take," she said.

"I hope not much more, this is getting dreadfully frantic," added Rarity as she fired with the megabuster at the monsters eye.

"No kidding!" said Applejack as she dodged the eye shots.

"I sure could use some water about now," said Pinkie Pie while she brushed some sweat off.

"Wait water," said Twilight. "Rainbow can you make a rain cloud?"

"How will that help!?" Rainbow Dash asked.

"Trust me!"

Rainbow Dash then flew around in a circle and made a rain cloud. Witch then started raining on the Yellow Devil.

"Bumooo?!" it shouted as it tried to keep the rain out of its eye.

"Now Rainbow hit it with a thunderbolt!" said Twilight.

"It will be super effective!" added Pinkie Pie.

"On it!" she then stomped on the cloud and a thunderbolt zapped the Yellow Devil right in the eye

" .OOO!" it cried before it exploded. Leaving a mess everywhere.

"We did it!" shouted Pinkie Pie as the boss victory music played.

"Did anypony else hear that?" asked Fluttershy.

"Thank goodness that stuff didn't get in my hair, it would have taken weeks to get what ever that thing was out" said Rarity.

"Come on we have to get to the next floor!" said Rainbow Dash.

"Right," said Twilight.

"Ah haw," said Applejack.

"Okie doki loki," said Pinkie Pie.

"Okay," said Fluttershy.

"Yes let us proceed," said Rarity.

The ponies then proceeded to the next room.

The girls had just made into the room the thief was in. "There he is"! said Rainbow Dash. The Thief was battling a yellow devil only it looked upgraded.

"Hard knuckle!" The thief said as he grabbed his own wrist and shot a blue fist at the monster's eye. The monster then exploded. "*pant* glad that's over," said the thief.

"Whoa he just beat that thing signal handedly !" said Rarity.

"Literary," said Pinkie pie.

"hm?" the chameleon said as his eyes looked towards the ponies. he then turned around to them. "O goodie you beat the Yellow devil". He said with joy.

"And that makes you happy"? Twilight asked.

"Derrr I mean GAAHHH you've found me"! the thief said sounding nervous. Then a door appeared behind the lizard. "The crystal is mine !" he said as he ran to the next room.

"Well that was strange," said Rainbow Dash.

"Indeed," added Rarity.

"Dose he really only care just about the crystal". Twilight said to herself.

"Lets go, we can't let him get away!" said Applejack as she ran ahead and was followed by the others.

"Oh, right," Twilight said before she joined the others.

The thief had made it into the next room. It was a lot bigger and more had a more silver metal coloring. It also had what looked like a storm drain for the floor and the door was located on a platform high above.

"*pant* wow I can't believe they beat the yellow devil," said the thief. "Maybe if I asked for help they could". The thief thought for a moment. "No ,all they want is the crystal, they would never help me" The crystal then glowed an even darker blue.

The ponies made it into the room. The thief then used his tongue to get to the next dour.

"Hey get back here"! Said Rainbow Dash. Then a small metal eye came down and blinked. "huh," said everypony.

Suddenly green goo came up from the flour and began to form the shape of a devil robot. "What is that thing?" Said Rarity. Then the eye moved into the blob,.

_Slimy gelatinous mass _

Green Devil

"Oh no not another one!" said Applejack.0

"At least this one is made of jello," said Pinkie Pie. This got a confused look from the others.

It blinked a few times. It made a angry look then attacked the ponies. "AAAAAHHHHHH!" They all screamed as they dodged the slimy arm

Rarity fired some magic shots at the Green devil. But they had no effect.

"We have to hit the eye remember!" said Twilight.

"How are we suppose to do that!" said Rainbow Dash. "There to much goo!"

"I know, I'll eat it!" said Pinkie Pie before she tried to run and chomp it. Thankfully Applejack stopped her with a lasso.

"That's not Jello Pinkie Pie!" she said as she tried to restrain her.

"Are you sure?" Pinkie Pie asked.

The monster then dripped down the floor.

"Wheres it going?" asked Fluttershy.

Then the eye came down and made the goo spike up. The ponies barely dodged the slimy spikes.

The eye then called the goo from the drain. It reappeared in the form of blobs that then lunged them self's at the ponies. The blobs slammed the ponies relentlessly. Then formed back in to the Green devil. The eye quickly moved into the body and then it oozed blobs at the ponies.

"Watch out!" shouted Twilight.

Then Pinkie Pie remembered the mega buster she had. "Oh yeah I almost forgot," she then puled it out and started blasting the blobs to bits.

"Awesome one Pinkie Pie!" cheered Rainbow Dash.

"Keep it up Pinkie!" said Applejack.

The Green devil took notates of this and grabbed the blaster and dropped it down the drain.

"No!" said Twilight.

"What do we do now?!" said Rarity.

The Green devil was about to smash the ponies. When suddenly a dark blue tongue went though the slime and grabbed they eye.

"Huh?" the ponies said.

The tongue then retracted to the thief. who then took the eye and kicked it to who knows where. The slimy giant then melted down the drane pipe.

"Okay what just happened!?" said Twilight.

"Did he just," Applejack said. The lizard looked at them. Then ran into the hall.

"He saved us?" said Fluttershy.

"The way he attacked the Green devil, I swear I've seen that somewhere before". said Twilight.

"Never mind that how is everypony but me and Fluttershy going to get up there"? asked Rainbow dash. Then suddenly stairs appeared.

"Well that answers that," said Twilight. The girls then proceeded to the next room.

_In the next room._

"Ding-wall there almost here!" said the nervous thief. "and that beautiful Twilight has almost figured me out!" he started pacing "Though you've probably all ready figure it out, yes I am talking to you, the one reading this!" he said pointing at you. "you won't tell them anything right?" "and if you think you know how this is going to end, then your going to be very surprised"

The ponies charged into the next room. "Stop right there!" demanded Rainbow Dash. The thief jumped with surprise.

"Gerr don't you pest give up!" said the Thief.

"Give us the crystal!" demanded Rarity.

"Rarity wait, let me try to reason with him" said Twilight. "Mr uh Chameleon, Why did you save us from the Green devil?" she asked as she approached the thief.

"Yeah why'd a varmint like you save us"? added Applejack.

"Well um er I um eh you see um" the lizard started bumbling.

"Because you wanted the all the jello to your self"! Pinkie Pie shouted. "DID'NT YOU!"

Twilight just face hooved.

"What that wasn't jello!" said the thief. "Well at least I think it's wasn't jello, but then again I've never really tried jello before so there is that, and furthermore," He continued to ramble.

"Now's are chance to strike". whispered Rainbow Dash before she charged at the thief.

"Rainbow wait!" shouted Twilight ,but it was to late.


	9. Chapter 8 The Battle that leads to loss

Rainbow then charged at the chameleon. "Youch!" he said as he was sent flying backwards. "Well you want to fight, then lets fight!" the lizard then snapped his fingers and the green mushrooms fell on the ponies.

"What's with them mushrooms?" asked Applejack. Then the thief started hovering.

?

Robot weapon master.

"Tornado Blow!" he said as he raised his arm and rotated it.

"Tornado what?" asked Twilight. Then the ponies then began to flout in they upwards.

"What the hay!" said Applejack.

"Oh my!" said Rarity.

"Whee!" said Pinkie Pie while she spun around.

Then many small green tornadoes came out of the ground. "Look out!" shouted Rainbow Dash. The ponies were then tossed back and forth by the tornadoes.

"How do ya like me now?!" shouted the thief.

Applejack flouted to the thief. "This much!" She said as she kicked him.

"Ow!"

This caused the wind to stop and made the ponies and chameleon to hit the ground.

"Aw man." said Pinkie Pie

the thief then teleported above them and shouted. "Napalm Bomb!" and dropped two peanut shaped Bombs.

The ponies were able to doge them. But the bombs made pits at the end of the walls.

"Air shot!" said the thief as he pointed and made three small tornadoes from the flour. Rarity, Twilight and Pinkie Pie were caught in the tornadoes and went up wards. Rarity then shot two magic beams at the lizard. He dogged them but was hit by one of Pinkie Pie's cupcakes. Then Twilight shot a bigger beam and hit him. "aahhhrrgg" he said in pain. He then teleported to the background.

He then pointed his arm at the ponies. "Concrete shot!" the thief said as he shot concrete blobs at them.

One of the shots caught Fluttershy by her left back hove.

"Oh no," she said. "I'm stuck,".

Rarity and Pinkie Pie tried to pull her out. But had no success.

"Wheres a jack hammer when you need one?" said Rainbow Dash when she flew by.

"Probably with a pony named jack," said Pinkie Pie.

The Thief then reappeared in-front of the ponies

"Hard knuckle!" he said has he fired blue fist at the ponies. The all ran from them . But Fluttershy was still stuck. "Fluttershy!" shouted Twilight, Pinkie Pie, Rarity, Applejack and Rainbow Dash. Fortunately one of the fist hit the concrete and freed Fluttershy.

"Oh thank you," she said before she flew away.

"Oh no problem, Wait what ?!" said The Thief.

Rainbow Dash charged at thief. the hit slammed him across the room. "ooww" said the thief who was on the edge. "Whoawwwhoa whoa whoa!" he said before fall back.

"Oh no!" said Twilight.

But before the others had time to realize that he still had the crystal. The thief's tongue shot up and pulled him back to the battle.

"Who needs a dog jet when you have a tongue," he said after he landed. "Concrete shot!" he then threw dozen of shot.

The ponies braced for impact but they didn't feel any concrete. They opened there eyes to see the shots just filled in the holes.

"Can't have any leaks now," he said before noticing the confused looks on his opponents. "Oh you'll see, Rain Flush!" he then raised his hand and it began to Rain.

"Hah whats a little rain going to do, water are crops?" joked Rainbow Dash.

Then the rain began to flood the room. "Hope you ponies can swim," he grinned.

The room was completely submerged and the ponies were about to run out of air.

But at the last minute. Twilight cast a bubble spell around everypony.

"Thanks Twi," said Applejack. Twilight smiled back.

"Oh good this won't be too unfair," The said be letting out a menacing laugh.

What the Main six saw was shocking.

The Thief had turned into a blue sea serpent, with sea foam spikes, red eyes, and a propeller like tail.

The sea serpent charged at the ponies, flaring its teeth fearsomely.

"Lean everypony!" said Twilight. Everypony did so and were able to dodge the beast. Who slammed his head on the wall.

"OW!" he shock his and glared at the ponies. "Hold still!" he then opened his mouth and charged a white energy ball.

"We gotta move!" shouted Rainbow Dash.

The serpent fired the energy ball at the ponies. Thankfully they dodge.

The irritated serpent charged and fired more energy balls. They kept dodging. The serpent charged but missed. He tried charging multiple times. Failing each time. He then charged again and finally popped the bubble.

"Got you," he said before seeing the wall. "Oh ding !" he then smashed into the wall "Wall," he then slid down. The slam had hit the wall hard enough to crack it. Witch then drained all the water away.

The ponies took a giant breath of air.

"*Gasp* I thought we were done for!" gasped Rarity.

"Your not out of the water yet!" shouted the thief who had turned back into a chameleon. "Um so to speak,"

"Dive Missile !" the thief then threw a Dive Missile at Rainbow Dash.

"Gaahhh!" She screamed before flying a way quickly. Unfortunately the missile followed her. Even into the background.

"Um I uh," said the confused thief as he watched,

"Excuse me!" Rainbow Dash said as she flew over the Thief, who quickly ducked.

"Hey watch where your- GAAAHHHH!" he said before the Dive Missile flew into his face.

Everypony giggled a little. Which got a look from the chameleon.

"Okay that was kinda funny," he then jumped backwards and shouted, "Spread Drill!" as he shot a giant drill that slowly moved towards the ponies.

"Ha is that the best you can do?" scoffed Rainbow Dash.

The thief then snapped his fingers and the drill split into smaller, faster drills.

The ponies beryl dodged. But of the drills got in Rarity's hair and twisted it up.

"How,Dare, YOU!" she screamed with rage.

"um hehe whoops," said the thief, feeling rather intimidated.

Rarity used her magic to send the thief flying. He hit the wall with great force.

"So we're getting flashy eh?" he said. "Crystal Eye!" he then threw a blue crystal at Rarity.

It was about to hit her. But Applejack kicked it out of the way just in time. The crystal ball shattered into smaller balls the bounced around the room.

Everyone frantically tried to dodge them. One of the balls hit the Thief in the eye.

"Ouch! There's a crystal eye in my eye!"

"Huh how about that," said Pinkie Pie as she hung from the ceiling.

"Ger, Metal Blades!" he said as he threw metal saw blades ate the ponies. Twilight stopped them with her magic.

"Isn't this a bit ex-stream?" she said as she put the down.

"Uh well... errr whatever!" the Thief said before jumping on the ceiling.

"Crash bomber!" he then shot orange bombs that stuck to what ever they hit. They then began to explode.

Applejack then kicked a bomb at the thief. Which gladly stuck to its target.

"Aw come on!" said the thief before the bomb blew. "Bang !"

The thief then fell to the ground. He tried to get up but fell to the ground. He dropped the crystal in front of himself. "Yes we beat him"! Rainbow Dash cheered and then flew towards the crystal.

She tried to grab the crystal but then a dark spiky force field stopped her.

"Yow!" she said as she was pushed back.

"No!" the thief said loudly. "I must save them!" He said as he was getting up.

"Save who?" asked Pinkie Pie.

He then made the crystal levitate to him and he grabbed it. "The crystal!" said Twilight.

The thief then tried to swipe his arms to open a portal many times. "Give it up you have no where to go" said Applejack. "HERRR YAAHHH!". He then finally made a portal but it looked different, darker and unstable.

He then jumped though. "wait!" said Twilight. The girls followed him though. The portal closed.

Then a blue robot boy walked in and looked around. "I could of sworn that Dr Wiley's robots where here," said Megaman.

Inside the portal the girls saw the thief.

"Who do you need to save"? shouted Twilight.

The thief then looked back. "Why won't you ponies give up"?! the Thief asked. "Hey whys the portal so wired?" asked Pinkie Pie. "What, this portal is unstable, you need to get out!" said the Thief.

"Please let us help!" pleaded Twilight.

"Never, I don't trust any of you or any lousy creature!" Shouted the Thief. "I only trust them and I will save them!"

Then there was a bright light. "AAAAAHHHHHH" everyone screamed.

Twilight opened her eyes. "W-where I am?" she groaned.

What she saw shocked her. It was ponyvile only it looked like a wasteland. The grass was dry, the buildings where abandoned, and the sky was gray and cloudy ."w-w-what happened. Said Twilight. Then she noted that her friends where gone. "Pinkie Pie?" "Applejack?" "Rarity?" "Fluttershy?!" "Rainbow dash?!" she called out there names but there was no answer. "Where are you!"

But not too far away the thief was limping in pain. "I can't fail!" He groaned. Then a thought came to him "Oh why did I not think of this sooner". he said as he pulled out the E-tank from early and drank it. He then got up in full health. "Ahh that's better,"

"I hope those girls are okay" he said. "Maybe I should go and see if there fine they maybe they really can help me," he thought a moment "That purple one seemed pretty sincere, no no don't go dreaming up fantasy boy" he said to himself. He then continued through the ruined world.

Twilight was still franticly looking for her friends. "Can't any pony hear me," she cried.

"I can here you just fine," said a voice that sent a chill down Twilight's neck.

Then suddenly on old face appeared. But it was not a friendly one.

It was Discord. A chaotic creature that had caused much pain and stress to Twilight and her friends. he had tried to take over Equestria and rebuild it in his own chaotic image. The beast was a mash-up of many dangers creature. But this time he seemed darker, had old white hair, beard was a bit longer, and his scene of fun was gone.

"I thought I got rid how the last of you," he said in a voice that was more elderly.

"D-discord but me and my friends turned you to stone?" Twilight said feeling very frighten.

"But I was never," Discord stopped. "O now I see your from another dimension".

"Another dimension?" asked Twilight. "Yes you see this a world where you did not defeat me and I took over," said Other Dimension discord.

"W-where are my friends!" Twilight demanded.

"O them?" he said. "I took there goodness away and trapped them in places allover!"

"No, that can't be!" said a shocked Twilight. "And I think, I'll do the same to you!" said Discord as he touched her fore head and stole here color.

"No, I will stop you!" Twilight tried to use her magic but it was no use.

"I'd say nice try but it wasn't," Discord mocked "and you know what, your are pathetic and no one likes you!"

Twilight was starting to tear up.

"You say friendship is magic, but where your friends now?" he mocked her. "Now get out of my sight, looser!"

Twilight then ran away, trying not to cry.  
"Now that takes care of that". Discord said as laughed evilly and disappeared. However not to far away on a hill The thief had seen the whole thing.

"What just" he couldn't even finish his sentence.

"But at least there final of my tail," said the chameleon before he opened a portal. "Now my goals shall soon be complete," He tried to feel happy.

He then looked back and frond. "But can really leave them like this sad,robbed of the personality, lonely?" The chameleon said.

"I'm the reason there in this mess and OOOWWW!" he felt a pain in his chest but shook it off. But they don't even care about me!" he said with rage. "They'd stab me in the back as soon as they were better!"

He then thought once more "But then again," He then looked at the portal then look to where the Twilight ran to multiple times. "AAAAhhh ding-wall!" He was then gone and the portal had closed.


	10. Chapter 9 the Stranger

Twilight was crying on a bench sad, gray, and lonely.

She remembered when this had happened in her version of ponyvile but OD(other dimension) Discord stole the memory of the spell that fixed things.

"How could I have lost my friends". She said miserably. "With out my magic, I just don't know what to do!" she cried.

"Whats the matter Twilight?" said a soothing voice that spoke slowly.

Twilight looked to where the voice came from.

It was a tall cloaked hooded figure.

"Go away I don't want to talk about it," she said to the stranger.

"Are you sure, talking may help?" The stranger replied

"I-I've lost my friends!". She said to it starting sob some more.

"Really what a shame indeed, might I ask how?"

"Discord brainwashed them and made them opposite of there true self's," She said sadly.

"Oh so it's old goat heads doing," the thing said with regret. This comment made Twilight look at the stranger with a weird face .

"Um yes, but has this not happened before," he asked Twilight. "Did you not encounter this same problem with the Discord of your world?"

"But this one is stronger and he stole the spell from my memories, so I don't think I can even do it, why should I even bother," she said feeling even more down then before.

"Yes why should you even try if they odds are against you ?"

He replied. Twilight then looked at the stranger.

"Well THINK ABOUT YOUR FRIENDS!" he shouted. "They need you and you need them!" "Haven't they helped you before when it was hard for them?" The stranger asked. "Like when you first came to Ponyvile and needed to defeat nightmare moon, they where there before you even knew you needed them, or when you thought there was a crises coming they helped you prevent it even when there was nothing to worry about".

"Yeah," Twilight began to smile as she thought of those times. This caused some of here color to return.

"And you have helped them at times that were not easy too," he continued. "Like when Applejack was overworked and would not ask for help, or when Rainbow Dash was getting a big head with being a hero , You helped them see there error of her ways,"

"Yeah!" Twilight said feeling more and more better. Over half of here color was returning.

"They are at the mercy of both that goat headed demon and loneliness!" the cloaked creature preached.

"So are really just going to sit back and just let all that you care about disappear?"

Twilight was starting to feel so better, that she had gotten of the bench. "No way!" Twilight said as all her color returned to her. "I'm not going to let discord take away my friends again!" Twilight shouted. "I'm going to stop him no matter what!"

"Now that's what I like to hear!" The stranger replied.

Then suddenly the element of magic appeared on Twilight's head.

"The element of magic?" Twilight asked.

"It is the one from this dimension and it has been lost who knows how long". The stranger pointed out.

"Thank you for reminding me how impotent friendship is," Twilight said as she walked up to the stranger.

"I'm glad to have helped, there may be times when are friends are lost, but they are always with us in are hearts" The stranger replied. "Now you better get going your friends need you, Oh and isn't this the memory spell you need ". he said as he pulled out a piece of paper.

"Thanks," she said as she took the spell. The stranger then began walking away. "Wait I didn't get your name," she asked the cloaked person. He then stopped. "I'm...Ben," He said before he walked away and disappeared. "BEN….thank you". Twilight said. She began running to the ruined Apple Acres.

"Your going to pay this time goat head," said Ben in the distance.

_Twilight had arrived at the ruined Apple Acres_

She walked into the barn and stepped in spider webs. "EIW!" Twilight screamed. The hole place was wrapped in giant spider webs.

"Oh no what happened to this place," said Twilight. "wait is that?" she then noticed a gray applejack in the center of the webs. "APPLEJACK"! Twilight screamed.

"huh who said that" the gray pony answered "it's me Twilight" she replied.

"Twilight, I don't know no Twilight". Applejack replied which caused a web to grow.

"Discord has you under his spell Applejack". said Twilight. "You have to snap out of it"!

"I'm not under anyone's control" she replied. Another web grew.

Then there was a growl.

"What was that?!" asked Twilight

On the other side of the room was a giant spider with a skull on it's back. It was slowly coming closer the the two ponies.

The webs where starting to grab Twilight. "Applejack please!" Twilight pleaded. The webs were about to finish her off. "oh no!"

Then in the blink of an eye the webs were sliced through freeing Twilight. "huh" said the two ponies

"I see you still need some help Twi," said Ben's voice.

"Wha , who said that!?" said Applejack

"Up here ," Ben said well he was lounging on a shelf. "I see you're in quiet the pickle cowgirl".

"I don't know what your talking about?" she replied, which made more webs grow.

"Case in point,you know this could all disappear if only the truth was present," said Ben

"The truth?" Applejack asked, Not noticing that the spider was coming closer to her and about to ponce. Fortunately Twilight was able to blast it back a bit.

"Shame there is nopony with a honest tongue," Ben replied. "Shame, shame, shame,".

"But I am telling the truth," Applejack said as another web grew.

"tsk tsk, by the way what do think of that spider?" Ben asked.

"uh I love him" she replied. Another web grew.

"Applejack!" Twilight pleaded.

"Don't have your own opinion?" asked Ben.

"Huh what's that supposed mean?" asked Applejack.

"All your saying is in a script that Discord wrote," Ben said.

"I ain't following no script!" Applejack yelled.

"Oh really, then say the truth and nothing but the truth go on I dare ya"! Ben taunted her.

"Fine I hate that spider and I know that's Twilight over there"! Applejack shouted. "Uh I mean,".

"Too late," Ben said mischievously.

Then many of the spider webs began to disappear.

"You know, I bet your family must miss you" Ben said.

"What family?" Applejack said.

"Your family back home," Twilight said well trying to get through the webs. "Big Mac, Granny Smith, and Apple Bloom.

"Apple Bloom?" Applejack said.

"Yes Apple Bloom". said Ben. "Wouldn't it be a tragedy if she saw you lying your tail off, you wouldn't want that would you?"

"No I wouldn't want he too, Wait what am I saying!?" said Applejack who was getting very confused.

Ben was able to trick Applejack to speak enough truth to allow Twilight to get across and use the memory spell.

"Quick now's is your chance Twilight!" BEN shouted.

Twilight nodded then charged to Applejack.

The Spider tried to ponce her, but Twilight teleported away from it and over too Applejack. She then used the memories spell.

All of Applejack's life flashed before her and her color returned.

"Twilight, what's going on and why am I tangled in this here web?" Applejack said as she struggled to get free. The Spider then turned around and charged at the ponies.

"Watch out!" said Ben before he threw ninja stars at the web to cut apple jack free. Applejack broke out how the webs. The spider ponced and pinned her to the ground.

"Oh no ya don't!" she the kicked the spider back. The beast shook it off and charged again. This time Applejack was able to deal one final kick to the spider and sent it flying into a wall. It then let out one final roar before it disappeared in a puff of purple smoke.

"Phew that thing was tougher then finding a dragonfly in December!" she said.

Applejack then turned towards Twilight. "Twilight I'm so sorry, Discord had gotten me and-,".

"it's okay I forgive you" said Twilight.

"Lies are like spider webs". BEN started. "The more you make, the bigger the web becomes, and soon you will be consumed by your own creation". He continued. "But the truth is the biggest of all web removes, use it and it will always allow you to be free,".

"Thank you for the help Ben," Twilight said before she noticed he was gone. "So who was yer friend?" asked Applejack.

Suddenly the element of honesty appeared on Applejack's neck.

"Whoa where'd this come from?" asked Applejack.

"I'll explain later," said Twilight. "For now, we'd better go find Rarity,".

Applejack nodded.

They then left for the ruined boutique.

After they had left Ben reappeared in the room.

"They are very powerful" Ben said. "But can they defeat him on there own ?" Ben thought for a moment.

_The two ponies had just made it to Rarity's boutique._

The place was in a wreck; the windows were broken, the flour was so torn up that the ground was showing, and there were pointy rock everywhere.

"Wow discord really did a number on this place". Applejack said while looking around.

"Rarity?" shouted Twilight.

Twilight tried to move towards her but there was a bunch of spiked rocks.

"Stay back it's MIINE !" screamed Rarity.

Rarity was in a corner greedily clinging a giant rock.

"uh, what is?" Applejack asked.

"Tom," said Rarity as she stroked the giant rock. "So stay back !".

Twilight just facehooved.

But before they could do anything else, sharp rocks suddenly grew and trapped the two ponies.

"Oh no!" said Twilight.

"Rarity, put down the rock and help us out!" shouted Applejack.

"NO, your going to steal him, I know it!" she shouted, making the rocks impale the two ponies.

Twilight tried to use her magic. But the rocks were some how blocking it.

Twilight and Applejack were about done for, when suddenly a big cherry bomb appeared in front of them. It then exploded in a firework, freeing the ponies.

"What the heck?" asked Applejack.

" I see I'm needed again," said a familiar voice.

"Who is that!?" asked Rarity.

Ben then jumped in next to Rarity.

"That's a lovely rock you have". Ben said as he reappeared.

"It's MINE !" Screamed Rarity.

"Alright, you've made that very clear" Ben said obviously. "But I have an offer for you"

"What offer?" asked Rarity.

"Well you see *cough*, pardon me," Ben tried to say before he started to cough uncontrollably.

"Ben ?" Twilight said with concern.

"Your coughing, what kinda of offer is that ?" asked Rarity.

Ben continued to cough non stop.

"Are you okay?" asked Rarity.

"I'm *cough* *cough* fine*cough*. Ben tried to speak clearly. "A drink might help *cough* *cough*,".

Twilight then noticed a bath tub with clean water in it.

"Don't worry, there's some water right there," she said.

This caught Rarity's attention.

"Hey that's my water!" Rarity shouted.

This made sharp rocks block the way to the tub.

"*cough**cough* *cough*" BEN kept coughing.

"Rarity can't you see he's in pain" Twilight said.

"Can't you show bit of generosity,". Applejack said.

"Generosity ?" Rarity said slowly and with a bit of confusion.

This caused some the spiky rocks to slightly shrink.

"Yes generosity, its were you give something of yours to some one else, with out asking nothing in return," said Applejack.

"But," Rarity said. But by this time, Ben had started hacking up on her.

"You mean like this ?" Rarity groaned as she used her magic to summon a cup of water from the tub and levitated it over to Ben.

"*Gulp* thank you," Ben said.

This made the rocks shrink a bit.

"Now where was I?" Ben asked.

"Something about an offer?" said Twilight

"Oh yes I remember now," he then cleared his throat. "OOOOHHH the pain" he said dramatically while falling to the flour.

"Um are you okay darling?" Rarity said. "BEN!" twilight said about to walk towards the rocks before she was stopped by applejack. "OOOHHH I need that rock I neeeedd it"! BEN said dramatically.

"But its, well um" Rarity said, feeling a bit concerned.

"UUUUAAAAGHGH!" Ben said while reaching towards her.

"Ger, oh fine take it !" she said as she let go of the rock. "Do you feel better now ?!" she asked.

"Much better," he snickered.

This act of generosity had shrunk the rocks down enough for Twilight to jump over and cast the memory spell on Rarity.

Her life then flashed through her eyes and her color returned.

"Huh w-what happened?" Rarity asked.

"Rarity!" Twilight and Applejack said as they hugged her.

"Oh dear, was I gone somewhere, or something?" she asked.

"Nah, you were just in love with a giant bolder, again," said Applejack.

"Don't speak of this again!" Rarity said.

"Ben thanks for helping us with," Twilight tried to thank Ben but he had disappeared.

"Who was that mysterious creature"? asked Rarity.

"Will have to figure that out later," said Applejack.

"Right now, we need to find the others," said Twilight.

"Yes of cores", said Rarity, "I think Pinkie Pie might be in this rather dreadful pond I saw a wile ago,".

_The ponies let the room._

Then BEN reappeared.

"A fine acting job if I do say so myself" Ben snickered.

He then walked outside and looked into the distance.

"There so nice and kind," Ben said. "But what if they knew?".

"*grown* this is kinda starting to take a while," said Ben. "I hope they start a montage soon, because this chapter is really starting to drag on,".

The screen the swirled up and music played.

_The ponies had just made it to the rather dreadful pond_

Pinkie Pie was on a island in the middle of a pond filled with piranhas.

The ponies then saw Ben at island taking to Pinkie Pie.

"Hey what do you call a medium sized weather pony" asked Ben. "Fair in high!"

This did nothing to make Pinkie Pie happy .

"Okay, why are Timber wolfs so annoying," Ben started another joke.

"Because they keep laughing at me," she groaned.

"No, because there are always barking!".

Pinkie Pie still didn't giggle a little.

"Yeash tough crowd," he said.

However, Ben did not notice how close he was to the water. Suddenly a piranha jumped out and bite him.

"YYEEOOOCHHH!" he shouted as he jumped so high, he got stuck on a cotton candy cloud.

This did cause Pinkie Pie to giggle some.

"Oh so its physical humor you like?" he said as he flouted down. "Well in that case," Ben then pulled out an anvil and threw it in the air, which then landed on his cloaked head with loud "BANG!".

There were then little anvils with wings flying around him.

This finally made Pinkie Pie burst into laughter.

"Hahahah the little anvils with those tiny wings ohhohohhaahahah!".

All of the laughing from Pinkie Pie caused platforms to appear, allowing Twilight to jump a cross and cast the spell on Pinkie Pie.

"Hey what happened, and where are those little anvils going ?" asked Pinkie Pie looking at the winged anvils flying away.

"it's good to have you back Pinkie, but now we need to find Fluttershy," said Twilight.

"Oo, I know where she is!" she responded cheerfully.

"Okay while you do that, I'm going to go find the nearest parametric, good night," Ben then fell over and teleported away.

"Is he going to be okay?" asked Rarity.

"He seemed fine to me," said Pinkie Pie

_After the ponies had searched for awhile. _

The ponies finally found Fluttershy in a giant jar with Ben on top.

"Sorry, I couldn't deal with this one," Ben said before he teleported away.

Twilight then cast the spell on Fluttershy.

"Oh goodness what happened, also why am I in a jar?" said Fluttershy.

"Oops my bad," Ben reappeared and kicked the jar away, then disappeared.

"Um,who was that?" asked Fluttershy.

"Its a long story," answered Twilight.

_The ponies where then chasing Rainbow dash. _

"You'll never catch me losers"! She said.

"Really shame," said Ben who was flouting next to Rainbow Dash. "You used to be so awesome,".

"Whats that suppose to mean"?! said Rainbow Dash looking at the cloaked character.

"Well its just leaving your friends behind to perish, just doesn't seem that cool" Ben replied.

"What, who said that they would" Rainbow Dash said while getting rather flustered. "I wasn't trying to, oh maybe I should go back?" she thought. "No I don't need them ,but what if they need me ?" said Rainbow Dash as she argued with her self.

"Oh I can't decide !" she shouted.

"Okay I'll decide for you," said Ben right before he smacked Rainbow Dash down with a red and yellow hammer.

She hit the ground with a large boom.

The ponies then caught up to Rainbow Dash and Twilight cast the spell.

"Huh what happened?" said Rainbow dash. "*grown* and why do I feel like a whack-a-mole?"

"Rainbow!" aid the ponies as the hugged her.

"Okay if some dancing buffalo pas by then I'm feeling some serous de'javu". said Rainbow Dash.

the montage then ended.

"Good, this was taking forever," said Ben.


	11. Chapter 10 The Final Battle

"I'm so glad to be with all of you again," said a very happy Twilight.

"Same here Twi," said Applejack.

"So where are?" asked Rainbow Dash.

"I'm not 100% sure, But I think it's alternate dimension were Discord had taken over," said Twilight.

"But this doesn't seem like anything Discord would do," said Fluttershy.

"Other then the cotton candy clouds, everything seems very dull and boring," added Pinkie Pie.

"It dose seem very unlike him," added Applejack.

"One things for sure, this one is way more powerful and dangerous then the one we know," Twilight stated. "We have to stop him before he causes anymore trouble,".

"Wait what about the thief?" said Pinkie Pie.

"Yeah we haven't seen that varmint seance we got hear," said Applejack.

"What if he's actually working for this world's Discord and is going to use the crystal to help him conquer other worlds ?!" said

"if I ever see that lizard again I'll wallop him!" said Rainbow Dash.

"We don't know if that's the case". said Twilight. "For now we need to stop this world's Discord and with the elements of harmony we should be able to stop him".

"Right !" said everypony.

"Come on lets go," said Twilight.

The Main 6 then went to go find Discord.

However, unknowing to the ponies, Ben was in the distances and he had herd what they all said.

"I guess I was wrong," he said as he looked at the darkened crystal in his hand and shed a tear.

Then Ben felt a horrible feeling. "Neerggaarrgg, That blasted goat-headed Discord!" A dark blue aura had surrounded Ben and his eyes glowed white. The sky darkened, something big was about to happen.

"You better believe it," said Ben.

_The Main 6 had just arrived at the place where Twilight first met OD Discord._

It was just Twilight had left it, dull ,gray, and felt dead.

"Are you s-s-sure this is the place," asked Fluttershy.

"We know your here, Discord!" Twilight shouted.

Then Other Dimension Discord appeared.

OD Discord starred at them.

"So you managed to recreate your friendship" Discord said sarcasticly.

"Yes and we are not going to let you ruin this world any more !" Twilight shouted.

"Or any other world!" added Rainbow Dash.

"I hadn't thought of conquering other worlds," Discord thought. "Thanks for the idea, I'll have to try it after I dispose of you!".

"That's not going to happen you meanie!" shouted Fluttershy.

"Ready girls!" said Twilight.

The others nodded and took there stances.

They then tried used the elements of harmony on Discord. But for some reason they didn't work and Discord was still there laughing at them.

"What I don't understand ?" Twilight said confused "Did you really think that was going to work?" Discord mocked. "I stole there power ages ago, as long I'm still alive those trinkets are powerless!"

The main six were shocked and slowly stepped back.

"This time I'm going take away personality for good!" he then laughed and lunged his claw at them.

But suddenly it was garbed by a dark blue shadow hand.

"What, how dare you!" Discord said.

The hand was coming from BEN who was behind him and had a dark aura around him.

"Ben!" Twilight said.

"YOU HAVE BEEN ALIVE FOR TO LONG DONKY NECK !" Ben shouted with a fierce rage.

"Ben?" Twilight asked nervously.

The other hid behind Twilight.

"I SHALL NOT ALOAW YOU TO BURDEN ANYONE ELS WITH THE CURES OF LONELYNESS !" Ben then shot a dark blue laser from his other hand at the chimera.

"What, this can't be!" he said as the laser started to encase him in dark sapphire. But as this all happened, Ben's cloak come of and revealed the chameleon Twilight and her friends had been chasing, Only he was becoming darker and more monstrous.

"I may have not been able to defeat the you before in there true dimension but now I WILL END YOU!" Ben shouted.

"no, NOOOOOOHHHHHH," was Other Dimension Discord's last words. Then Discord was now nothing but a sapphire stature. It fell to the ground and shattered.

Ben let out a loud scream and was surrounded in a dark blue light. When the light disappeared Ben had become a terrifying monster.

The ponies were horrified.

"BEN you're the one that stole the-," Twilight was cut off by a monstrous roar from the beast.

"I have become THE EMBODYMENT OF LONLEYNESS!" the monster said with a roar. Then where Chantorlot once was, a dark blue castle of evil and darkness formed . The embodiment turned around and then cut open a portal with one swipe of his claw.

"You want the crystal so bad, well then come and get it, I'd like to see you try heheh!" the embodiment said with his monstrous evil voice and the crystal in his claw. He then jumped though the portal.

"Ben," said Twilight.

"What just happened!?" shouted a freak outed Rarity.

"He just destroyed Discord," said Applejack just as surprised as the others.

"M-m-maybe we should let him keep that crystal," Fluttershy said nervously.

"We have to defeat him some how," said Pinkie Pie.

"Maybe he has a secret weak spot that can destroy him?" said Rainbow Dash.

"NO!" Twilight said.

Everypony starred at her.

"We have to go help him!" Twilight said.

"WHAAAT ?!" all but Twilight shouted.

"Did you not just see how dangerous the thing is!" said Rainbow dash.

"That thing just destroyed Discord with one blast!" Rarity said.

"What if he blast us or worse he makes live forever and sends all of us to the bottom of a well, I CAN'T BE AT THE BOTTOM OF A WELL FOREVER ! Pinkie Pie said.

"But girls, he is the reason where not under Other Dimension Discord's spell anymore," Twilight pleaded.

"All he carers about is that crystal !" Applejack said.

"I know it doesn't seem like but Ben would not have saved us from that Green slime monster or helped us defeat Other Dimension Discord if he did only want that crystal !" Twilight said.

"B-b-b-but he so scary," Fluttershy said cowering.

"Please girls I just know that deep inside that monster is someone who really needs a friend and if I have to, I'll save him by-myself," Twilight said.

There was a moment of silence and Twilight started walking to the portal but was stop be her friends

"Wait," said Fluttershy.

Twilight turned around.

"He dose look scary but if you think he's good inside ,then I'll go with you," said Fluttershy

"Me to," said Pinkie Pie.

"Same here,". Said Rainbow Dash.

"Well I if your all going darling then I'm going to," Rarity said

"He may seem evil but if you think we can reform him then were right behind you Twi!" said Applejack.

"Everypony, my friends, thank you, thank you all so much". Twilight said with tears in her eyes. "Now lets go get Ben and show him that friendship is magic !" shouted Twilight. They then all jumped into the portal.

_The ponies appeared in the castle. _

The castle was dark blue like they embodiment , there were no windows, only dark halls, and the place seemed close to being a wreck.

"Boy this place sure is creepy," said Applejack.

"Its even worse then where we fought nightmare moon," added Rainbow Dash.

"And with even stranger decor," said Rarity.

The halls were filled with banners that showed a spiky dark blue crystal and the on the walls many paintings. One showed Ben loosing a battle with Discord. While anther Twiligh t's dream with Ben watching her from a far.

"It was Ben, he was the one in my dreams," Twilight said as she put her hove on the picture. "But why?"

As the ponies continued they saw many more pictures that depicted strange creatures.

One looked like a metal ball with a light blue eye, another resembled a kangaroo in a top hat, others resembled some sort of ninja turtles, one looked like a robot the resembled some sort of animal, and the last two looked like some soft of plant creature and a young cosmic person. All these pictures were very worn out and impossible to tell just who they were of.

"That gecko sure knows some strange creatures," said Pinkie Pie.

"ROOOAAAAARRRRR!" a loud roar came from up a head.

"Please don't push it darling," said Rarity.

"He must be this way, hurry!" said Twilight before she and her friends ran towards the roar.

After traversing the castle, The main six arrived in the evil throne room. It resembled the place they had fought Nightmare moon, but much darker .

"Well well my little ponies I see you have come heheh," a dark monstrous bone-chilling voice said.

Siting on the throne was the Embodiment of loneliness. He resembled Ben's chameleon form but he had mutated into a beast, his skin was a dark blue sapphire , his eyes glowed like full moons, he looked like the beast out from megaman battle network 6 gregar, his feet looked like panther claws only bigger, his head had resembled the metal overlord from sonic heroes, He had a sharp claw on one hand, arm cannon for his other, a long sharp tail shaped like a knife, he had sharp claws for feat and wore a brown torn cape that covered most of the back of his body.

"I see you have come for this," The beast said as he pointed to his chest.

"What happened to the crystal ?!" asked Rainbow Dash.

The crystal had become dark blue like the embodiment, had curved spikes on the top facing up and one sharp spike on the bottom pointing down.

"Where not here for the crystal Rainbow Dash!" grumbled Twilight to Rainbow Dash.

"LIES!" shouted the Embodiment. " The crystal is the only reason you've all chasing!"

"Ben please let us help you," said Twilight.

"help, ha I know you just want this crystal back" the beast accused. "The blue one just proved it!" he said as he pointed his claw at Rainbow Dash. Twilight gave a annoyed look at Rainbow Dash. Rainbow Dash replied with a face that said oops.

"And I was really starting to think you could have helped me and that there were still good creatures in these worlds," said the Embodiment. "But all you care about is getting the crystal, ending me, and fulfilling your own selfish goals!"

"That's not true Ben," pleaded Twilight.

"I am the Embodiment of loneliness !" He shouted has he stood up, his voice sounding like thunder. "I am only meant to be lonely!"

"But why, why are you so lonely ?" said Fluttershy.

"Why am I lonely you ask !?" He was getting angrier.

"I've never been able to have a true friend," the Embodiment said. "When ever I thought I had friends they would all leave me eventuality," he began to sound sad. "And even when I finally found true friends They were taken from me all 6 of them".

"Wait a minuet, all 6 ?" Twilight pondered. "It all makes senses now, you the leader of the 7 heroes". Twilight said. "Heheh,so you finally put it to getter". said the embodiment. "My blundering coasted them there lives and now I have no one !" he said with a tear in his eye.

"But Ben we could be your fri-" Twilight began.

"Enough talk," the beast spoke. "the final battle begins now *ROAR*!"

Creature of sorrow

Embodiment of Loneliness

The Embodiment of Loneliness began by creating a force filed around him. He then started rapidly blasting crystal ball like orbs out of his arm cannon.

The ponies scattered to evade the blast.

"Please listen!" Twilight pleaded.

"No, I will not be devised !" The Embodiment of Loneliness shouted, struggling to block Twilight's kind words out. He then stomped the ground and sent shock waves that sent the ponies flying.

"I don't think he can hear you in this state," said Fluttershy.

"Maybe if we can weaken him enough, we might be able to use the elements," said Applejack.

"I think you might be on to something Applejack, but as long as he keeps attacking us we won't be able to get a clear shot," said Rarity.

"Hows this for a clear shot!" Rainbow Dash then tried to charge him, but was knocked back by the force field.

The Embodiment of Loneliness laughed at her failure.

"Why you!" said Rainbow Dash.

"Wait look at the force field," said Twilight.

There were crystals floating around in the force-field that appeared to be powering it.

"If we destroy those crystals, it might lower the force filed," said Twilight

"On it darling!" said Rarity as she fired a magic shot at one of the crystals. The crystal shattered causing the field to weaken.

"How dare you!" The Embodiment of Loneliness shouted.

Pinkie Pie then presided to blast another crystal with her party cannon, shattering it as well.

"Stop it you irritating pest!" The Embodiment of Loneliness shouted. This time firing some more shots at the ponies, causing many explosions and debris to fall in the proses.

Applejack then bucked one of the falling debris into the last crystal, which finally shattered the shield.

"Curse you!" The embodiment of loneliness fired a dark blue beam from is blaster. The ponies dodged it.

Then Rainbow Dash charged him , knocking him back.

"Nnaaarrrhh!" the Beast groaned after recovering from the charge. He tried to ponce Rainbow Dash, but missed her just barley.

Fluttershy then snuck up to him and gave a small punch.

"uffhhh" she said as she softly hit him. The beast turned around and roared it her.

"Eip !" she said nervously.

He tried to slash her but Rainbow Dash swooped in and saved her. The embodiment then rapidly fired dark blue orbs at Rainbow Dash. The Pegasus was able to evade. Rarity fired some magic bast at the beast. "YARRRGGGG"! He said slowly in pain. He then jumped high and slashed his claws multiple times and made sword err claw beams.

The ponies evaded. Applejack ran up and gave the embodiment a powerful kick that sent him backwards.

"Geerrr"! said the embodiment as he slid back. The Embodiment spread his arms out and summoned thorns from behind him that shot towards the ponies after he pointed. The ponies quickly evaded them. Applejack then lassoed his tail but the Embodiment just grunted and whipped her aside.

"I'd say nice try, but it wasn't"

He then got on all fours, and rapidly shot spear like thorns from his tail. Some had pinned down Rarity by the tail. "Oh no, not the tail!" she screamed. The embodiment then shot a lonely beam at her. But Applejack tackled her out of the way just in time.

"Thank you Applejack," said Rarity.

"No problem," replied Applejack. " Sorry about your tail,"

"Wait what?" but before Rarity could check her tail. The Embodiment of Loneliness shot more blast at them.

But just before the ponies were annihilated by the blast. Rainbow Dash swooped in and saved them.

The beast snarled, then stomped the ground, causing many pieces of the ground to come up as if he was earth bending. He then pointed at the ponies and made the projectiles fly towards them. The projectiles hit knocked the ponies back with great force.

"Haha, now TAKE THIS!" The Embodiment of Loneliness then slashed two claw beams creating a X shape, he then blasted it with his shots, sending toward the ponies at tremendous speed.

Twilight quickly used a teleport spell on everypony to evade the attack. However, the ponies were beginning to get exhausted for the Embodiment of Loneliness's attacks .

"That all you got," said Rainbow Dash trying to sound confident but was getting really exhausted.

"Shut-up fools !" he shouted before blasting more shots at them.

the ponies beryl dodged.

"Where, not, giving in, yet!" Twilight said, panting from exhaustion.

"Graarr, feel my wrath !" The Beast then went berserk in a fury of rapid blast and dark claw beams

The ponies tried there best to dodge, but could not escape the lonely monsters barrage. They were all knock down, struggling to get up.

The beast then lunged towards Twilight and grabbed her by the neck.

"Twilight !" shouted everypony

"I will not be stopped, not even, by you!" The Embodiment of Loneliness.

"You don't have to do this Ben!" Twilight pleaded. "You don't have to be a monster, you don't have to be lonely.

The beast just starred at her, with what seemed almost sorrow, as if he was starting to believe her.

"It's to, lat- aAAARRRGGGGHH!" he felt a pain coming from his heart, this caused him to drop Twilight and stumble back.

The others ran to Twilight's side.

"Don't worry girls I'm fine," she said as her friends helped her up

the embodiment looked at this and then beast snarled and roared with anger.

The beast began to grow larger.

"Whats happening to him?" asked Fluttershy.

"Don't you see!" the monster said as he towered over the ponies. "Your friendship only mocks me and remind me of what I can never have!" he then stomped the ground causing the dark blue pillars to trap the ponies. The beast then shot a giant dark blue beam of loneliness in-golfing the ponies in its fury.

"Perish fools!" the Embodiment of Loneliness shouted with all his rage.

But then the beam stated glowing with a rainbow colored light.

"Huh, w-whats this?" the monster said. The light began began to fight against the loneliness. "What, what is this power ?!" shouted the embodiment.

The ponies where okay and were using the elements of harmony to fight the beam of loneliness.

"It's the magic of friendship!" said Twilight. The power of friendship was able to completely overpower the darkens of the lonely laser beam.

"Friendship?" the beast muttered before his let a final scream . "Gaaaaaaaaaaaaaaaaahhh !"

Then the everything faded to white in flash.


	12. Chapter 11 The True Power of Friendship

The mane 6 where in a completely white area.

"Where are we?" asked Rarity.

"I don't know," said Twilight.

"What happened to The Embodiment of Loneliness ?" asked Pinkie Pie.

"Oh no, Ben," said a very concerned Twilight.

"I am defeated," said a voice.

The girls then looked to see the Embodiment of Loneliness kneeling as if he was hurt.

"I know when I'm beaten," said the sadden Embodiment. "Take it I could never get to work anyway," he sighed as he pulled the crystal out of his chest and rolled the it to the ponies.

"Ben," Twilight said with concern.

"You've got what you came for please just go," He said as he lifted his claw and opened a portal to Ponyvile. The beast then lied down with his arms crossed and sighed.

"There has to be something we can do to turn him back to into Ben," said Twilight.

"Maybe we can use are elements on him again," suggested Rainbow Dash.

"As good of plan that might sound darling, you saw what they did to him back at the castle," pointed out Rarity.

"If we use them again it could destroy him". said Fluttershy.

The ponies frowned.

"Oo maybe if I did something super duper funny it might cheer him up," said Pinkie Pie.

"Are you sure that's a good idea?" asked Applejack.

But Pinkie had already zipped off.

The embodiment looked at the ponies

"Why are you still here BEGONE!" said the monster. "Wait what in the name of ding-wall is that pony doing !?"

Words can not describe the hilarious and comedic silliness Pinkie Pie had pulled off.

"hehe ahah HAHAH AHHAHAH!" the Embodiment had bust out in laughter.

"I haven't laughed this much in what feels like eons," He said as He trying to stop laughing.

Then suddenly they element of laughter shot off Pinkie Pie and on to the embodiments arm.

"Gahh what was that and why dose it feel good?" said the beast as some of his monstrous features started to disappear. However, he then remembered his sorrow and went back to his depressed state.

Twilight thought for a moment and then knew what they needed to do to help Ben.

The ponies then huddled.

"Girls I think if we show him the elements of harmony in action we might be able to free him from his curse of loneliness." said Twilight

"Say no more," said Applejack has she walked closer to they embodiment of loneliness.

"Howdy partner," said Applejack.

The beast looked up at her.

"What do you want?!" the beast groaned.

"Nothing, except for you to feel happy to be honest," Applejack said in a friendly way.

The beast looked at here, Before sarcastically saying "Yeah right,".

Applejack thought for a minute, trying to figure out something to cheer up the loneliness filled creature.

"Hey I was just wondering ,if you've been in Equestria since we battled Discord how come we haven't seen ya around ?" Applejack said to the embodiment.

"Why do you care ?" the beast grumbled.

"Just tell me sugar," said Applejack in a comforting way.

"Fine," The beast said as he rolled his eyes. "After roaming through countless dimension I some how found myself in yours,"

_Flashback to when Discord took over._

A portal opened up in the sky,which Ben in his chameleon form proceeded to fall out off.

"AAAAHHHHHHH!" He screamed as he fell toward the hedge maze and then crashing in the garden.

"Needles to say, I hadn't herd the best things about your world so I was a little nervous when I arrived," Ben then realized where he was, and quickly turned invisible.

"Then I noticed the six of you and that nasty goat head Discord,"

"From what I saw, he had just taken away some horns and wings and what not, I was rather confused with what was going on,"

"I didn't really see what happened in the maze, but I had gotten an idea of what had happened,"

"When I found out what that jerk did to all of you messing with your minds stealing friendship fire burned in me," The beast continued. "So I battled Discord, it was an epic clash of choas indeed, but in the end I was not strong enough and he knocked me out" the Embodiment continued "and when I finally woke up he was but a statue"

_end of flashback._

" After that, I have been hiding with in your world ever since and eating any food I could find" said the Embodiment.

"Then you were the one who ate Twilight's cake" said Pinkie Pie.

"I'm sorry I was just so hungry" the Embodiment said.

"But why didn't you just ask for some food ?" asked Applejack.

"I've seen horrible things throughout my resent travels, people acting so mean to there supposed friends and family," The Embodiment snarled as he griped his claw. "Those worlds warped my mind, I guess by the time I had got to your world I just didn't think anyone was trustworthy," he said with a sad look in his glowing white eyes.

"Well Equestria isn't like those other worlds," said Applejack, which caught the embodiment's attention.

"It's true that some folk ain't to nice, but most ponies or what ever kinda of creatures you've met are general nice and trustworthy," said Applejack. "Well at least that's what I believe,".

"Well now that you mention it, you ponies do kinda of seem, trustworthy, maybe?" the Embodiment of Loneliness said. "It almost, like I can feel truth in your voice,".

Then the element of honesty shot on to the creatures other arm.

"Gahhh what again !?" the beast screamed.

Then Rarity walked up to the beast with the crystal.

"You can have the crystal back darling" Rarity said as she rolled the crystal towards the beast.

"What, no you have worked to hard defeat me you earned it". The monster replied.

"Yes but, I think you need it bit more then we do," replied Rarity.

"But won't you fail your quest?" said the beast.

"But you went through so much trouble to get this in the first place I insist that you have it ," Rarity insisted.

"But I should not have stolen it please its yours," he said as he tried to give it back.

"Look darling since we don't really need the crystal all that much," said Rarity in a sweet tone of voice "Also for someone who claims to be so nasty, your actually very generous yourself,".

"Well, maybe, but?" said a confused Embodiment of Loneliness.

"Take it deary, trust me its okay," Rarity said as she put the crystal in the beast's claw.

The Embodiment looked at the crystal and looked at the ponies.

"How are you so-,"

before he could finish, the element of generosity shot off of Rarity and on to the monster's left leg. "Aaahh my leg!" the monster groaned. Also the darkness in the crystal was beginning to fade, and something was beginning to shine with in it.

Fluttershy then walked up to the beast.

"um ," she started.

"What!?" the beast said.

This scared Fluttershy "Meap, I'm so sorry," she nervously said.

"Oh, I'm sorry if I frighten you," The beast apologized while feel very sad about his behavior.

Fluttershy felt bad for him, but then smiled.

"Hey, its okay, it was an honest mistake," she said kindly.

"heheh normally I'm the one who's to scared to talk." The Embodiment said.

"Really, I know just how that feels," said Fluttershy.

"I never meant to hurt anyone that's why when I fought you I used the 1-up mushrooms," The beast said.

"1-up?" asked Fluttershy. "Oh so that's what those green mushrooms are called,".

"Yeah if I gave you one of them then if I beat one of you ponies you would just be sent back home, and wouldn't get hurt by my foolish antics," The Beast said.

"Really?" asked Fluttershy. "Well that was pretty kind of you,"

"Hm, what do you mean ?" The beast looked at her.

"Well, any other monster would just probably just have tried to destroy us,". said Flutershy "But you went out of your way to make sure we didn't get hurt, even know you didn't even know us that well,".

"It's not right for good creatures to get hurt," The beast replied. "Though I must say, its been quite some time since I've seen anyone that was as kind as you ponies, how are you all so nice?"

Then they element of kindness shot on to his right leg.

"Oh why, I don't understand!?". The beast cried.

Then Rainbow Dash flew up to him.

"Y'know, for some one who calls himself the embodiment of loneliness, you sure care a lot about your friends," she said.

"What are you talking about Rainbow, what ever your name," He groaned. "I don't have anymore friends,"

"So the other six heroes aren't the reason you stole the crystal then" Rainbow Dash casually asked.

"That's none of your business". He said as he turned his back on her.

"Ahhh com on, they have to be why you wanted to get the crystal so badly." she persisted.

"Maybe so!" the beast snarled holding is pointing his sharp claw at Rainbow Dash. "But that doesn't matter anymore, their all gone," He said as he tried to hold back the pain.

"Hey, what actually happened back then," Rainbow Dash asked in a more sincere tone.

"When the darkness had returned, we weren't able to win". The beast started. "But it was my fault,all I carried about was getting rid of that demon of a girl. The Embodiment or Loneliness said as a tear slipped done his face. "My anger blinded me and I wasn't able to stop her or save my friends, all I could do was let her destroy me".

"But you lived," said Rainbow Dash.

"I faked my death," he said with much regret. "I would have returned, but the evil was to strong for me, but I thought there might be something that would make me strong enough" he then looked at the crystal before loosing his hope.

"But whats the point they may already be dead," He sighed

"But don't you know the rest of the legend ?" Rainbow Dash asked.

"Hmm what do you mean?" the sadden best asked.

Rainbow Dash then pulled out the book about the seven heroes and turned to the last page.

"They were all able to seal the darkness and escape," Rainbow Dash said.

"T-there alive, t-t-there not gone"? As he stared at the book with astonishment..

"See, your friends are still out there, and I bet they've been looking for you too," Rainbow Dash said.

"Maybe so," The Embodiment of Loneliness said as he started to smile.

Then the element of loyalty shot on to the embodiment's neck.

"HOW is this happening"!? the best said starting to loose balance.

Then Twilight walked up to the beast who was now nearing and breathing heavily .

"Ben, please tell me why did you gave me those dreams ?" asked Twilight in calm sweet tone.

"Out of all my years of traveling I have never seen some one so nice, so caring, and wonderful as you Twilight," said the Embodiment. "It was the only way I knew how I could be close to you" the Beast continued "I'm just not worthy of someone as amazing as you," The beast said like he was about to cry.

"Oh Ben," Twilight said with a smile as she wiped away the tears in the monsters eyes. "You don't have to be perfect for me,".

"I don't?" he asked.

"Of cores Ben, all of us are different, each in are own special way," Twilight said. "it doesn't matter who or what you are, you should always give friendship a chance,".

"Twilight," he said as he stared at her and thought about what she said.

Then the element of magic hovered and then shot on to the Embodiment's head, knocking him back.

"YAAARRRRCH!" he screamed as he flew backwards.

"W-why, why are you all being so nice to me?" the Beast asked.

"Because we want to be your friends!" Twilight answered.

"What, but why ?" he said with confusion "After all I've put you though, all the dangers, all the suffering, why would you ever want to be friends with a evil monster like me?"

"But your not an evil monster Ben, you just need a friend," said Twilight as she extended her hove to him.

"Friend?" the embodiment said slowly.

Then the lonely powered beast slowly with a bit of hesitation reached out his claw to Twilight's hoof. After the dark claw touched the hoof the blank world was filled with a beautiful light that coverd everything.


	13. Chapter 12 True Colors of the Chameleon

"What just happened?" said Rainbow dash

"I'm not sure," asked Rarity.

"But I think we did it," said Fluttershy.

"Ohhh I need a cupcake right about now," said Pinkie Pie who then pulled out a cupcake and ate it.

"I don't think now's the time for that sugar," said Applejack.

"Ben? " Twilight asked as she starred at what was left of the Embodiment of Loneliness.

The others then looked at the embodiment in aw. He began to shrink in size and his armor began to fall off and darkness and loneliness was steaming of him.

Twilight tried to approach, but suddenly the dark blue crystal of loneliness began to shine bright and then transformed into a cyan crystal with a two prisms coming out the side, a little down from the middle , 2 crystals coming out the sides of the top,and it had a smaller rainbow colored crystal that looked like the elements of harmony combined that was held in place by a crystal cross.

The purified crystal then hovered up before it shot into the hole embodiment's chest. The ponies were astounded at what was happening to the embodiment of loneliness.

The creature rows up in the air and then he began glowing with light. His claws became human hands, his feet where replaced by two blue crocs (the shoe not crocodiles), and his monstrous face became one of a human boy. In bright flash of light all the lonesomeness vanished from him. He then fell to the ground. "uuuhhhh" a grown came from the former embodiment of loneliness.

"BEN?" Twilight said.

"I-I-I'm free …..from the cures…. Of loneliness , I-I have…. friends ? Ben said as he got up. He then proceeded to tackle Twilight with a hug. "Thank you thank you thank you soooo much!" Ben said with tears in his eyes.

"Your welcome," Twilight said a happily and a bit uncomfortable.

"Thank you all soooooooooo much !" he said as he grabbed all the ponies and hugged them all at once.

"Alright settle down partner," said Applejack as the hug was constricting them.

"Oh sorry," Ben said. He then put them down."it's just been so long seance anyone has ever been so nice to me," Ben said as he let out a giggle.

"So is this your true form?" asked Twilight.

"*grown* yes my true form is a human," Ben answered with much regret. Ben was tall hansom boy, he had a brown hair with blond mixed in that covered most of his forehead but not face ,his age was hard to tell but he was around 12 to 15, he had a long brown cape that could function has a cloak, his eyes were blue , he whore a black shirt and long black pants with a light gray belt, and the crystal was in his chest.

"Sorry if it's a bit disgusting," Ben said feeling rather sorry about his appearance.

"We don't think it's bad" said Twilight.

"You don't?" asked Ben.

"Not at all," replied Applejack.

"And that cape is gorges darling" added Rarity.

"Um thanks," said Ben as he held is long brown cape.

"Yeah your pretty awesome dude". said Rainbow Dash. This made Ben smile.

"Really?" said Ben. "Yeah the way you took out those smiley robots and OD discord was AWESOME!". "Well thanks, I've had a lot of experience fighting creatures like that," said Ben starting to blush.

"Yeah and It was so nice of you to save us from Discord," said Fluttershy

"Even if you turned into a monster after words," said Pinkie Pie.

"Yeah um eh, sorry about that," said Ben as he scratched the back of his head.

"It's okay Ben we forgive you," said Twilight.

"Forgiveness I can't remember the last time I herd any of that, thank you my friends, thank you," said Ben with much gratitude.

"And now you don't have to be a gecko anymore," Pinkie Pie said

"For the last time I was a chameleon!" Ben shouted.

"Um why's the crystal still there ?" asked Rainbow Dash.

This surprised everyone, especially Ben.

"Wait what, Ghaahh !?" Ben said as looked at his chest. "I-its still in me, how is this possible ?" he said and tried to pull it out. "Sorry I don't think it can come out," he said regrettable.

"Oh no, how am I going to explain to Princess Celestia that ," said a worried Twilight.

"I'm am so so sorry," said Ben. "Though I guess in retrospect it makes perfect sine," he mumbled.

"Would you two quit worrying," shouted Applejack.

"The Princess is very understanding," said Fluttershy.

"I'm sure she can work something out darling" said assured Rarity.

"Your right," said Twilight after she had calmed down. "Whats important now is to-"

"LOOK OUT!" Ben said before he tackled Twilight out of the way of a falling rock. "Huh?" said Twilight.

Suddenly the castle had began the crumble.

"W-whats happening ?" said a very worried Fluttershy.

"Well this castle was made from the power of all the years of loneliness I've suffered so I supose when the pain was healed, thanks again by the way, the castle lost its ability to support its self," said Ben.

"We have to get out of here!" said Rainbow Dash as she flew around trying to find an exit.

"Please allow me to help, it's the least I can do," asked Ben.

"But aren't all you powers gone," asked Pinkie Pie.

"Who said all my powers came from loneliness," Ben said with a chuckle.

He then swiped his arms in a X and opened a portal to Cantorlot.

"Ladies first". Ben said after taking a bow.

"Thank you Ben," said Twilight.

"Always happy to help," said BEN with a smile. "especially when I'm helping such amazing friends." Twilight smiled.

"Okay everthings good, now quit the sappy talk and lets get out of here!" said Rainbow Dash as a bolder barely missed her.

Everyone nodded and proceeded to escape through the portal,

_Meanwhile back at the Chanterlot throne room_

Spike was anxiously wait for the main 6 to return

"When are they going to get back?!" said Spike, feeling a little worried. "How long does it take to catch a goofy chameleon anyways?"

"Don't worry Spike, I'm sure they'll be back soon," Celestia reassured.

"How can you be so sure?" Spike asked.

Just then a portal opened and of it came the main 6.

"Whah!" the all screamed as the fell out and landed on Spike.

"Okay you were right," Spike said in a muffled voice.

"My little ponies, I welcome your return," said Celestia in joyful way as the ponies had got up.

"Twilight your back!" Spike said has he hugged her. "I was so worried about you."

"Don't worry Spike were fine now," said Twilight.

After the ponies had recovered from there fall, the started to think about all that had happened.

"I got to say That was one heck of an adventure!" said Rainbow Dash.

"Are you kidding, it was amazing!" shouted Pinkie Pie. " There was floating blocks, airships, pirate turtles, giant blob monsters, canyons, smiling clouds, mushrooms that made Applejack a giant ,and and!"

"It sounds like you all had quite the amazing adventure," said Celestia.

"It sure was," said Applejack.

"Though I think I'll pass on any other dimension jumping escapades," said Rarity

All seemed right but then Twilight remembered something, where was Ben.

"Oh no, how could I have forgotten?!"

"Are you referring to the crystal, were you able to retrieve it ?" asked Celestia.

The ponies then remembered the more resent events and quickly began to worry where their new friend was and how they were going to explain what had happened.

"Oh right the crystal," Twilight said with regret. "But that's not what I'm worried about,".

"Is it about the thief, I'm sure you beat him up good?" asked Spike making a punching gesture

"Well you see," Twilight started.

Then Ben shot out of the a portal.

"WWAAAHHHH!" he screamed as he flew forward before he smacked into a pillar, which caught everyone's attention .

"Ow," he groaned before he slid down and rolled backwards over to the girls, which relieved Twilight that Ben was okay.

"And who might this be ?" asked Celestia referring to the dazed boy.

"I think I took I wrong turn a allba cookie," said a very dizzy Ben.

"This is Ben, the leader of the the seven heroes and the thief," said Twilight.

"Look he may have stolen the crystal". said Applejack.

"But he needed it to save his friends," said Fluttershy.

"He really is a nice guy", said Rarity.

"and he was only acting so horrid because he was so crazy lonely". said Pinkie Pie. "And I mean really crazy, like turn into a lonely driven monster crazy!"

"I think she gets that he was crazy," said Rainbow Dash. "The point is Ben is a good person!"

"I'm sorry your highness but the crystal won't come out of Ben and he is to important to us to destroy!"

"Its okay Twilight," said Celastia.

"If there was another wait what ?!" said Twilight, feeling a little confused.

"Your mission was to purify the crystal," said Celastia. "And from the looks of it you may have purified more the just the crystal.

Ben had gray cross eyed Pegasuses flying around his head just before he snapped out of the daze. He then saw Celastia and looked scared.

"uh-oh" he muttered. "ehehe um hello," he sheepishly said. "Okay I'm so sorry I blasted you please don't banish me to the moon!" Ben said well frantically begging.

"I'm not going to punish you," said Celstiea.

"and why would she do something so awful like that ?" asked Pinkie Pie. Ben then stopped begging and thought for a moment.

"Man the info I got on this place was really fake" he mumbled while felling dumb. "Sorry I suppose some creatures just like to spread lies about good places,".

"What creatures?" asked Rainbow Dash.

"You don't want to know, manly because I don't remember who or what they were," Ben said in a funny low voice.

Ben looked towards Spike. "um if you don't mind me asking whats the name of that cute dragon"? BEN said referring to Spike. "I'm Spike Twilight's number 1 assessment ," answered Spike.

"hm, so that what this dimension's Spike looks like, quite nice," Ben mumbled

"And what are you suppose to be?" asked Spike.

"Um well I'm uh, what is know a human, I' sorry if my appearance disgust you," Ben answered with regret.

"Why does that bother you so much?" asked Twilight.

"lets just say I haven't really seen the best of my species lately," answered Ben. "Speaking of which I'm getting a little uncomfortable in this form in this world, no offense , so could I please turn back to into a chameleon?" asked Ben.

Twilight nodded.

"Thanks" Ben them turned back to his chameleon form. "Ahh much better," he said.

"So what exactly happened well you were chasing him"? asked Spike.

"Yes I would love to hear about this adventure," said Celestia.

"Well after we jumped through the portal". Started Twilight.

_One telling of the adventure later. A french voice says. _

"Aww I wanted to hear the full version !" Pinkie Pie said.

"So after we reformed Ben the other dimension elements of harmony combined into what's inside for Ben's crystal," explained Twilight. "we then escaped the castle came back here,".

"Sounds like it was truly an amazing adventure" said Celestia. "But why is the crystal like this now". Said Twilight.

"I was wondering that my self" said Rarity

It seems that the crystal has connected to Ben this whole time," said Celastia. "and It seems to reflect Ben how Ben feels,"

"So when we reformed Ben," said Applejack .

"The crystal reformed with him" said Rainbow Dash.

"What I don't understand is what happened to the alternate future elements of Harmony," asked Rarity. "Or why is there a crystal in side Ben's crystal" Fluttershy pointed out".

"Oo maybe all the elements combined into one ?" said Pinkie Pie .

"it seems you are correct Pinkie Pie ,"said Celastia.

"huh!" Everypony said.

"Que es esto?" asked Ben.

"That gem inside the crystal is a new element of harmony," Celestia said. "Composed of shards of The other elements it is the Element of forgiveness".

"So when you showed friendship, you forgave me for all I put you though, and allowed me to become my true self," said Ben, reminiscing over everything.

"They element of forgiveness is an element so powerful it can give friendship to even the evilest of creatures," said Celestia.

"Well my old friends did use to be one the wrong side before they met me" Ben said well scratching the back of his head. "The idea of a villain turning good just makes me all giddy" Ben chuckled as he was feeling happy.

"But what about the rest of the crystal," asked Twilight.

"I do not know," said Celestia. "It appears to be from another worlds, so I can't be certain of its true purpose,". She then looked at Ben, "What I do know is that Ben will play a huge part in what is to come,"

There was then a small moment of silence.

"So uhm, what happens now ?" asked Applejack.

"I need to find my friends". said Ben as he started to walk away.

"Now hold on there partner," said Applejack.

"your not getting away that easy," said Rainbow Dash.

"Besides you don't even know where they might be," said Rarity.

"I'm sure I'll fined them, somehow," said Ben, feeling a bit sad.

"But what if their looking for you," asked Fluttershy.

"Yeah they might come here and if you weren't here then they'd be like 'where the heck is Ben, I thought world would finally be the one' and then they would so sad," said Pinkie Pie.

"Ben I know your worried about them, but weir your friends to and we want to help," said Twilight.

Ben looked at Twilight and it everypony.

"Alright I guess I'm not going anywhere anytime soon, I think a break from searching would do me good" said Ben.

"I'm sure we can find some way to track your friends down, right princess?" said Twilight.

"Indeed Twilight, but I am unfamiliar with dimensional travel, so it may take some time to figure out where the other heroes are," answered Celastia.

"that's okay, I'm a very patient creature and you know I've really started to like the dimension, especial all my new friends," said Ben.

Everypony was happy that Ben had accepted them as his friends and were glad that he wasn't leaving yet.

"all that's left to do is PARTY!" said Pinkie Pie with her party cannon.

"Now that sounds like a plan." said Twilight.

"Oh yeah!" said Ben.

BEN then snapped his fingers and fireworks appeared.

"Oh yeah best new friend who was a bad guy but turned out to be a really great gecko party ever"! Pinkie Pie said in her fast voice. "CHAMELEON!" said Ben.

later at night after the party.

Twilight, Spike, and BEN where walking to Twilight's home.

"Thank you so much for everything Twilight, I don't honestly diverse a friend like you," said BEN.

"Don't say that, your a great person Ben" Twilight replied.

"Sorry, its just been so long seance I've met someone as nice as you,"

"Didn't you already say that ?" said Spike.

"Oh right, sorry," said Ben feeling a little dumb.

The three then arrived at the Golden Oaks Library.

"You can rest at my home tonight," said Twilight. "Thank you Twilight, I've had enough excitement for today," Ben said as they went into the tree.

Then suddenly Pinkie Pie and everypony jumped and shouted "SURPRISE"!

"GAAAAHH!" the surprised lizard said as he bolted to the ceiling.

"Pinkie what is this ?!" said Twilight.

"Duh, its Ben's welcome to Ponyvile party," Pinkie Pie said before she blew a party horn.

"Wait, where did Ben go?" asked Spike.

All the ponies looked up at Ben.

BEN was hanging on to the ceiling like a scared cat.

"Its okay I'm fine," the startled chameleon said.


	14. Epiloge

_Later that night._

The night was cool, and the sky beryl had any clouds. But not all were sleeping at this time, Twilight was writing a letter to the princess about what she had learned from the epic dimension jumping adventure.

_Dear princess Celestia. _

_This adventure has taught me a great lesson about friendship, if we don't let in our lives then loneliness can drive a someone to do horrible things. I can't even imagine what Ben was feeling after loosing his friends or when he became the Embodiment of Loneliness. But as powerful as loneliness can be, it can't stand up to the power of friendship and when someone like Ben is given friendship, then the good things their capable of is limitless._

_Your fateful student Twilight. _

As she put away the quill she thought once again about all that had happened.

"I wonder if I'll learn anything else from traveling to other words," she thought

As she was heading to bed, she noticed Ben on the balcony.

Ben looked at the night sky, pondering all that had happened.

"I still can't believe it," Ben said. "They forgave me and accepted me as their friend,"

"Dose this mean that there are still good worlds and creatures out there and is he really watching out for me?" he wondered.

After all the meanness he had seen and all the years of loneliness he had felt, could these creatures, mainly Twilight, actually be truly good and not mean like the fowl humans he had seen lately? Could he even find his old friends and have new ones too? These questions flowed through out is mind like a river.

"Is everything okay Ben?" Twilight asked.

"Oh hey Twi" Ben said feeling a bit startled. "It's just I'm still a bit shaken up about all that's happened" Ben looked at the stars. "I sure hope my old friends are okay,".

"Don't worry we will find them," Twilight assured as she put her hove on Ben's shoulder. "I'm sure there just fine"

"Yeah your probably right," Ben said as he and Twilight looked at the starry night sky.

"Hey Twilight" asked Ben.

"Yeah Ben?" she replied.

"Thank you, for being my friend," Twilight just looked at Ben smiled and gave him a hug.

But somewhere far far away .

"So Ben has finally found new friends and has been freed from his cures of loneliness ," said a figure in a spy overcoat, fedora , goggle like sunglasses and a yellow scarf with a big star at they end.

"I sure hope he can find the rest of his friends and the true," the stranger said. "I guess in the mean time I'll just help however I can," he then looked at the starry sky. "Everything will be okay Ben, I promise,".

Things then faded to black.

THE EN-

"Whoa-whoa-whoa that can't be it !?" Ben demanded.

Well that's the end of this story.

"But I just got back to the good side!" Ben protested "What about when I reclaim my old friends and discover the powers of the crystal or start generating the smoo- ?!"

That's in the other stories.

"Who am I even arguing with, I'm the one who wrought this story down ?!"

"Really that's amazing," said Pinkie Pie as she popped out of nowhere .

"What how'ed you get here!?" said Ben.

"Like you don't know," she replied.

"Eh, good point," he said "Also I think I'll take over the narrative"

**Hello hello can everyone hear me? Oh good.**

**Anyways I hope you have all enjoyed my first story, as you can probably tell there is much more to come.**

**Hopefully I can be a bit better about updating these stories. I'll also be looking through the chapters of this story to fix any errors and what not, got to make sure people can read this. But until I can get to the next story, why don't you try to guess my riddle? Really? Ah good.**

**This a location for the next story.**

_C- in capture _

_and_

_ball backwards._

**If someone can solve this, then I will get to work on the next story. **

"And please hurry up, I'm tired of being stuck on the moo-" a British voice tried to say.

_**Don't spoil it.**_

"_Oh sorry, I'm just um, a bit tired of space, there's y'know a little top much of it, so to speak,"_

_**Don't worry, you'll be out of there soon **_

**Also if anyone has a good name for said story, please feel free to suggest, and any reviews will probably motivate me more, just saying. **

**Anyways, I hope to see y'all next time, choa! ;)**

THE END (for now)


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